Common use of Underwriting Clause in Contracts

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above.

Underwriting. If the registration of which the Company gives notice is for any Holder proposes to conduct an Underwritten Offering under a registered public offering involving an underwritingMandatory Shelf Registration Statement, the Company such Holder shall so advise the Stockholders as a part Company, all other Holders, and any Prior Holders whose securities are included in the Mandatory Shelf Registration Statement, of the written notice given pursuant managing underwriters for such proposed Underwritten Offering, such managing underwriters to Section 1.2(a)(i)be subject to the approval of the Company, not to be unreasonably withheld. In such event, the right of any Stockholder to registration pursuant to this Section 1.2 Company shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 6, and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the registration and disposition of the underwriter or Registrable Shares included in such Underwritten Offering. All Holders proposing to distribute their Registrable Shares through such Underwritten Offering and, if a Prior Holder elects to distribute its shares of Common Stock through such Underwritten Offering, such Prior Holder, shall enter into an underwriting agreement in customary form with the managing underwriters selected by for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information in writing as the Registrable Securities are to be distributed by such underwriters Company may reasonably request for inclusion in the Registration Statement; provided, however, that neither any Holder nor any Prior Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, then the managing underwriters may exclude shares (subject including Registrable Shares) from the Underwritten Offering, and any shares included in the Underwritten Offering shall be allocated first, to each of the limitations set forth below) exclude all Holders requesting inclusion of their Registrable Securities from, or limit Shares in such Underwritten Offering on a pro rata basis based on the total number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities Shares then held by each such Holder which is requesting registrationinclusion, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders any Prior Holders requesting to include Registrable Securities inclusion of their shares in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveUnderwritten Offering.

Underwriting. If the registration The piggyback and participation rights of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given any Holder pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to 3 or this Section 1.2 4 shall be conditioned upon such StockholderHolder’s acceptance of the terms of, and participation in such in, the underwriting arrangements as agreed to by the Company and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided hereinmanaging underwriter(s). All Stockholders Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting. In the event of any registration or offering initiated by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b)Company, the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or select the underwriters participating to participate in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents offering in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company)its sole discretion. Notwithstanding any other provision of this Section 1.24, if the underwriters advise the Company in writing managing underwriter(s) determine that marketing factors require a limitation on of the number of shares to be underwrittenunderwritten in a Company-initiated registration or offering, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of Holders whose securities requesting registrationwould otherwise be registered or offered pursuant hereto, and the number of shares of securities Registrable Securities that are entitled to may be included in the registration and underwriting or underwritten offering shall be allocatedso limited and, except as otherwise provided herein, shall be allocated as follows: : (i) first, to the Company for securities being sold for its own account, Company; (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of there remains additional availability for additional Registrable Securities to be included in such registration was previously reduced or underwritten offering, among all Holders in proportion, as a result nearly as practicable, to the respective amounts of marketing factors Registrable Securities requested by such Holders to be included in the registration or underwritten offering; and (iii) third, if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, or who have requested participation in such registration or underwritten offering. If any Holder disapproves of the terms of any underwriting related to any underwritten offering effected pursuant to Section 1.2(b3 or this Section 4, the Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s). If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the managing underwriter(s)), then the Company shall then offer to all persons Holders who have retained the right to include securities included Registrable Securities in the registration or underwritten offering the right to include additional securities shares of Registrable Securities in the registration same proportion used in an aggregate amount equal to determining the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, participation limitation in the manner set forth aboveSection 3(b) or this Section 4(b).

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part Holders of the written notice given pursuant to Section 1.2(a)(i)managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. In such event, the The right of any Stockholder such Holder’s Registrable Shares to registration be included in any Piggyback Registration Statement pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting Underwritten Offering and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting Underwritten Offering to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or managing underwriters selected by for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information in writing as the Registrable Securities are to be distributed by such underwriters Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the managing underwriters may exclude shares (subject to including Registrable Shares) from the limitations set forth below) exclude all Registrable Securities from, or limit Piggyback Registration Statement and the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registrationUnderwritten Offering, and the number of shares of securities that are entitled to be any Shares included in the registration Piggyback Registration Statement and underwriting the Underwritten Offering shall be allocated, as follows: (i) first, to the Company for securities being sold for its own accountCompany, (ii) and second, to each of the Stockholders Holders and the Prior Holder(s) requesting to include inclusion of their Registrable Securities Shares in such registration statement Piggyback Registration Statement on a pro rata basis based on the pro rata percentage total number of Registrable Securities Shares then held by each such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionHolder which is requesting inclusion. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwritingUnderwritten Offering, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company or and the underwriter, delivered at least 10 Business Days prior to the effective date of the Piggyback Registration Statement. The Any Registrable Securities Shares excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so Underwritten Offering shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth abovePiggyback Registration Statement.

Underwriting. If the registration Demand Initiating Existing Holders that initiated the applicable Demand Registration intend to distribute the Registrable Securities covered by their demand by means of which the Company gives notice is for a registered public offering involving an underwritingunderwritten offering, the Company they shall so advise the Stockholders Company as a part of their demand made pursuant to this Section 2.3, and the Company shall include such information in the written notice given pursuant referred to in Section 1.2(a)(i2.3(a)(i). In such event, the right of any Stockholder Holder to registration pursuant to this Section 1.2 2.3 shall be conditioned upon such StockholderHolder’s participation in such underwriting underwritten offering and the inclusion of such StockholderHolder’s Registrable Securities in the underwriting underwritten offering to the extent provided herein. All Stockholders The Company shall, together with all participating Holders of Registrable Securities of the Company (if any) proposing (and permitted) to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) underwritten offering, enter into an underwriting agreement in customary form (containing such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type) with the representative of the managing underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf Demand Initiating Existing Holders that initiated the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreementapplicable Demand Registration. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders by, and such the other terms agreements on the part of, the Company to and provisions for the benefit of the Holders party thereto as are customarily contained made by issuers to selling stockholders in underwriting agreements with respect secondary underwritten public offerings. No Holder shall be entitled to secondary distributionsparticipate in such underwritten offering unless such Holder completes and executes all questionnaires, when relevant. The Company shall not requirepowers of attorney, nor request or require indemnities and other documents required under the applicable underwriters to require any Holder in any terms of such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company)agreement. Notwithstanding any other provision of this Section 1.22.3, if the managing underwriter or underwriters of a proposed underwritten offering of the Registrable Securities included in a Demand Registration shall advise the Company in writing and the Demand Initiating Existing Holders that marketing factors require a limitation on initiated the applicable Demand Registration that the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities securities requested to be included inin such Demand Registration exceeds the number which can be sold in such offering without being likely to have an adverse effect on the price, timing or distribution of the registration and underwriting. The securities offered or the market for the securities offered, then the Company shall so advise all holders Holders of securities requesting registrationRegistrable Securities that have requested to participate in such Demand Registration (other than the Demand Initiating Existing Holders that initiated the applicable Demand Registration), and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to that may be included in such registration was previously reduced as Demand Registration (1) first, shall be allocated pro rata among the Demand Participating Existing Holders that have requested to participate in such Demand Registration based on the relative number of Registrable Securities then held by each such Demand Participating Existing Holder (provided, that any securities thereby allocated to such a result Demand Participating Existing Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Demand Participating Existing Holders in like manner) and (2) second, and only if all of marketing factors pursuant the securities referred to Section 1.2(b)in clause (1) have been included in such Demand Registration, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with securities that the Company proposes to include in such shares to be allocated among the persons requesting additional inclusionDemand Registration that, in the manner set forth aboveopinion of the managing underwriter or underwriters, can be sold without having such adverse effect. No Registrable Securities excluded from the underwritten offering by reason of the managing underwriter’s or underwriters’ marketing limitation shall be included in such Demand Registration. Notwithstanding the delivery of any notice of a Demand Registration, all determinations as to whether to complete any Demand Registration and as to the timing, manner, price and other terms and conditions of any Demand Registration shall be at the sole discretion of the Demand Initiating Existing Holders that initiated the applicable Demand Registration. Each of the Holders agrees to reasonably cooperate with each of the other Holders to establish notice, delivery and documentation procedures and measures to facilitate such other Holder’s participation in future potential Demand Registrations pursuant this Section 2.3.

Underwriting. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingunder Section 2, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) will enter into and perform its obligations under an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are for such offering, such agreement to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevantincluding, without limitation, customary provisions relating to indemnities and contribution and the provision of opinions of counsel and accountants' comfort letters. The Company If Registrable Securities are to be distributed by such underwriters on behalf of any Holder, such Holder shall not require, nor request or require the applicable underwriters also be a party to require any Holder in any such underwriting agreement. (b) If any registration pursuant to Section 4 shall involve an underwritten offering, the Company may require Registrable Securities requested to be registered pursuant to Section 4 to be included in such underwriting on the same terms and conditions as shall be applicable to the securities being sold through underwriters under such registration. In such case, each Holder requesting registration shall be a party to any such underwriting agreement. Such agreement or related documents shall contain such representations and warranties by the Holders requesting registration and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnities and contribution; provided, however, that no Holder shall be required to make any representations or warranties concerning the Company or any other Holder. (c) In any offering of Registrable Securities pursuant to a registration hereunder, each Holder requesting registration shall also enter into such additional or other agreements with as may be customary in such transactions, which agreements may contain, among other provisions, such representations and warranties as the Company or the underwriters other than customary representationsof such offering may reasonably request (including, warranties or agreements regarding without limitation, those concerning such Stockholder’s title to Holder, its Registrable Securities Securities, such Holder's intended plan of distribution and any written other information provided supplied by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, it to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities use in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(bstatement), the Company shall then offer and customary provisions relating to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveindemnities and contribution.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given lead managing underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such StockholderHolder and such Holder’s title to Registrable Securities intended method of distribution and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, to directors, other employees of the Company for securities being sold for its own account, and consultants and (ii) second, other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Securities Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A under the Securities Act, during such underwriting based on periods as reasonably requested (but in no event for a period longer than 30 days prior to and 180 days following the pro rata percentage effective date of securities held the IPO Registration Statement) by such the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other holders, assuming conversionregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company and the managing underwriter(s), delivered by the later of (i) two Business Days after the IPO price range is communicated by the Company to such Holder and (ii) ten Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If The Lender shall evaluate the registration of which proposed Additional Mortgaged Property, and shall make underwriting determinations as to (A) the Company gives notice is Aggregate Debt Service Coverage Ratios for a registered public offering involving an underwritingthe Trailing 12 Month Period and the Aggregate Loan to Value Ratio for the Trailing 12 Month Period applicable to the Collateral Pool, and (B) the Company shall so advise Debt Service Coverage Ratio for the Stockholders as a part Trailing 12 Month Period and the Loan to Value Ratio for the Trailing 12 Month Period applicable to the proposed Additional Property on the basis of the written notice given pursuant to Section 1.2(a)(i). In such event, lesser of (i) the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities acquisition price of the Company with registration rights to participate therein distributing their securities through such underwritingproposed Additional Mortgaged Property or (ii) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements a Valuation made with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statementproposed Additional Mortgaged Property, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties otherwise in accordance with F▇▇▇▇▇ Mae’s DUS Underwriting Requirements. Within 30 days after receipt of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company Collateral Addition Request for securities being sold for its own account, the Additional Mortgaged Property and (ii) secondall reports, certificates and documents set forth on Exhibit S to this Agreement, including a zoning analysis undertaken in accordance with Section 206 of the DUS Guide, the Lender shall notify the Borrower whether or not it shall consent to the Stockholders requesting to include Registrable Securities in such registration statement based on addition of the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, proposed Additional Mortgaged Property to the other holders of securities Collateral Pool and, if it shall so consent, shall set forth the Aggregate Debt Service Coverage Ratios for the Trailing 12 Month Period and the Aggregate Loan to Value Ratio for the Trailing 12 Month Period which it estimates shall result from the addition of the Company with registration rights proposed Additional Mortgaged Property to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionCollateral Pool. If a person who has requested inclusion in such registration as provided above does not agree the Lender declines to consent to the terms addition of any such underwritingthe proposed Additional Mortgaged Property to the Collateral Pool, such person the Lender shall also include, in its notice, a brief statement of the reasons for doing so. Within five Business Days after receipt of the Lender’s notice that it shall consent to the addition of the proposed Additional Mortgaged Property to the Collateral Pool, the Borrower shall notify the Lender whether or not it elects to cause the proposed Additional Mortgaged Property to be excluded therefrom by written notice from added to the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registrationCollateral Pool. If shares are so withdrawn from the registration and if Borrower fails to respond within the number period of shares of Registrable Securities five Business Days, it shall be conclusively deemed to have elected not to cause the proposed Additional Mortgaged Property to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal added to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveCollateral Pool.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given lead managing underwriter(s) for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are Company may reasonably request in writing for inclusion in the Registration Statement relating to be distributed by such underwriters Underwritten Offering; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements (1) regarding such StockholderHolder and such Holder’s title to Registrable Securities and any written information provided intended method of distribution, (2) required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information (3) reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in the initial public offering, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, to directors, other employees of the Company for securities being sold for its own account, and consultants and (ii) second, other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Securities Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement pursuant to Section 2(b), the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A under the Securities Act, during such underwriting based on periods as reasonably requested (but in no event for a period longer than 30 days prior to and 180 days following the pro rata percentage effective date of securities held the IPO Registration Statement) by the representatives of the underwriters, in an Underwritten Offering, or by the Company in any other registration. Once a Holder has elected to include Registrable Shares in the IPO Registration Statement pursuant to Section 2(b), such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree Holder may elect to withdraw therefrom only by providing written notice to the terms Company and the managing underwriter(s), delivered prior to the later of any such underwriting, such person shall also be excluded therefrom (i) two Business Days after the IPO price range is communicated by written notice from the Company to such Holder and (ii) ten Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveIPO Registration Statement.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise notify the Stockholders as a part Holders of the written notice given pursuant to Section 1.2(a)(i)identity of the managing underwriters for the Underwritten Offering proposed under the IPO Registration Statement as provided above. In such event, the The right of any Stockholder such Holder’s Registrable Interests to registration be included in any IPO Registration Statement pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting Underwritten Offering and the inclusion of such StockholderHolder’s Registrable Securities Interests in the underwriting Underwritten Offering to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Interests through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or managing underwriters selected by the Company with customary limitations for such underwriting and complete and execute any questionnaires, powers of liability attorney, indemnities, securities escrow agreements and indemnity provisions. The selling Stockholders on whose behalf other documents reasonably required under the Registrable Securities are terms of such underwriting, and furnish to be distributed by the Company such underwriters information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants the underwriters or agents as otherwise customary in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company)this type of transaction. Notwithstanding any other provision of this Section 1.2Agreement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the managing underwriters may exclude shares (subject including Registrable Interests) from the IPO Registration Statement and the Underwritten Offering and any Common Interests included in the IPO Registration Statement and the Underwritten Offering shall be allocated, first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities from, or limit Interests in such IPO Registration Statement on a pro rata basis based on the total number of Registrable Securities Interests then held by each such Holder which is requesting inclusion. If any Holder disapproves of the terms of any Underwritten Offering, such Holder may elect to be included in, withdraw therefrom by written notice to the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number underwriter, delivered at least ten (10) Business Days prior to the effective date of shares the IPO Registration Statement, provided, that if, in the opinion of securities that are entitled counsel for the Company, such withdrawal would necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to have delivered such written notice at least twenty (20) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Interests excluded or withdrawn from such Underwritten Offering shall be excluded and withdrawn from the IPO Registration Statement but shall still be eligible to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveMandatory Shelf Registration Statement.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given lead managing underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such StockholderHolder and such Holder’s title to Registrable Securities intended method of distribution and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, to directors, other employees of the Company for securities being sold for its own account, and consultants and (ii) second, other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Securities Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A under the Securities Act, during such underwriting based on periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the pro rata percentage effective date of securities held the IPO Registration Statement) by such the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other holders, assuming conversionregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company and the managing underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If Any notice provided to the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given Holders by PEG Inc. pursuant to Section 1.2(a)(i)2.2(a) in connection with an Underwritten Offering shall advise the Holders of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement or Piggyback Canadian Prospectus. In such event, the A Holder’s right of to include Registrable Shares in any Stockholder to registration Piggyback Registration Statement or Piggyback Canadian Prospectus pursuant to this Section 1.2 2.2 shall be conditioned upon such Stockholder’s participation in such underwriting Underwritten Offering and the inclusion of such Stockholder’s its Registrable Securities Shares in the underwriting Underwritten Offering to the extent provided herein. All Stockholders proposing to distribute their securities A Holder, if distributing its Registrable Shares through such underwriting Underwritten Offering, shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or managing underwriters selected by for such Underwritten Offering and complete and execute any questionnaires, personal information forms, powers of attorney, submissions to jurisdiction, certificates, undertakings, declarations, notices, indemnities, securities escrow agreements, and other documents reasonably required under the Company with customary limitations terms of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain (including, without limitation, any documents required under the Securities Act or applicable Canadian Securities Laws), and furnish to PEG Inc. such representations and warranties by such selling Stockholders and such other terms and provisions information in writing as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor PEG Inc. may reasonably request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter Registration Statement or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company)Canadian Prospectus. Notwithstanding any other provision of this Section 1.2Agreement, with respect to an Underwritten Offering pursuant to a Piggyback Registration Statement or a Piggyback Canadian Prospectus, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, then the managing underwriters may exclude shares (subject to including Registrable Shares) from the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registrationUnderwritten Offering, and the number of any shares of securities that are entitled to be included in the registration and underwriting Underwritten Offering shall be allocated, as follows: (i) allocated first, to the Company for securities being sold for its own accountPEG Inc., (ii) and second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such StockholdersHolders, assuming conversion and (iii) third, to the any other holders of securities of the Company with registration rights to participate therein distributing their securities through Person included in such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionUnderwritten Offering. If a person who has requested inclusion in such registration as provided above does not agree to Holder disapproves of the terms of any such underwritingUnderwritten Offering pursuant to a Piggyback Registration Statement or a Piggyback Canadian Prospectus, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from the Company or to PEG Inc. and the underwriter. The Registrable Securities , delivered at least 10 Business Days before the effective date of the Piggyback Registration Statement or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number at any time prior to execution of shares of Registrable Securities to be included a definitive underwriting agreement in such registration was previously reduced as a result of marketing factors connection with an Underwritten Offering pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth abovea Piggyback Registration Statement.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise all Holders who have provided an Inclusion Notice to include any Registrable Shares in the Stockholders as a part IPO Registration Statement of the written notice given Lead Bookrunner(s) for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder to include Registrable Shares in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) hereof shall be conditioned upon such StockholderHolder’s participation in such underwriting Underwritten Offering and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting such Underwritten Offering to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such Underwritten Offering and complete, execute and deliver, or cause to be delivered, any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the underwriter or underwriters selected by terms of such Underwritten Offering, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information in writing as the Registrable Securities are to be distributed by such underwriters Company may reasonably request for inclusion in the Resale Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such StockholderHolder and such Holder’s title to Registrable Securities intended method of distribution and any written information provided other representation required by law or reasonably requested by the Stockholder underwriters. Notwithstanding Section 7(d) hereof, by electing to include Registrable Shares in the IPO Registration Statement, the Holder of such Registrable Shares shall be deemed to have agreed not to effect any public sale or distribution of securities of the Company of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 or Rule 144A under the Securities Act, during such periods as reasonably requested (but in no event for a period longer than the period specified in Section 7 hereof) by the representatives of the underwriters, in an Underwritten Offering, or by the Company in any other registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company expressly for inclusion in and the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(bmanaging underwriter(s), delivered by not later than the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties effective time of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company)IPO Registration Statement. Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first (subject to the limitations set forth below) exclude all last proviso of this paragraph), to the Company for shares to be sold in a primary offering for its own account, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the reduced unless all other holders of securities of the Company held by (i) officers, directors, other employees of the Company and consultants and (ii) other holders of the Company’s capital stock with registration rights that are inferior (with respect to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree reduction) to the terms registration rights of any such underwritingeach of the Holders set forth herein, such person shall also be are first entirely excluded therefrom by written notice from the Company or underwriting and registration; provided, further, however, that, notwithstanding the underwriter. The Registrable Securities or other foregoing, selling shareholders shall be permitted to include shares comprising at least twenty-five percent (25%) of the total securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained Underwritten Offering proposed under the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveIPO Registration Statement.

Underwriting. If any Holder proposes to conduct an Underwritten Offering under the registration of which Demand Registration Statement, such Holder shall advise the Company gives notice is for a registered public offering involving an underwritingand all other Holders whose securities are included in the Demand Registration Statement (if applicable), the Company shall so advise the Stockholders as a part of the written notice given pursuant managing underwriters for such proposed Underwritten Offering; such managing underwriters to Section 1.2(a)(i)be subject to the approval of the Company. In such event, the right of any Stockholder to registration pursuant to this Section 1.2 Company shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 6, and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the registration and disposition of the underwriter or underwriters selected by Registrable Shares included in such Underwritten Offering; provided, however, that the Company with customary limitations shall be required to cause appropriate officers of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are Company or its Affiliates to be distributed participate in a “road show” or similar marketing effort being conducted by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements underwriter with respect to secondary distributions, when relevantsuch Underwritten Offering only if the Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least US$10 million. The Company All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall not require, nor request or require enter into an underwriting agreement in customary form with the applicable managing underwriters to require any Holder in any selected for such underwriting agreement or related and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents to make any representations or warranties to or agreements with reasonably required under the Company or the underwriters other than customary representationsterms of such underwriting, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder furnish to the Company expressly such information in writing as the Company may reasonably request for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company)Registration Statement. Notwithstanding any other provision of this Section 1.2Agreement, with respect to an Underwritten Offering in connection with the Demand Registration Statement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, then the managing underwriters may exclude shares (subject to including Registrable Shares) from the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registrationUnderwritten Offering, and the number of any shares of securities that are entitled to be included in the registration and underwriting Underwritten Offering shall be allocated, as follows: (i) first, allocated to each of the Company for securities being sold for its own account, (ii) second, to the Stockholders Holders requesting to include inclusion of their Registrable Securities Shares in such registration statement Underwritten Offering on a pro rata basis based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the total number of shares of such Registrable Securities Shares requested to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveincluded.

Underwriting. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingunder Section 2, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) will enter into and perform its obligations under an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are for such offering, such agreement to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevantincluding, without limitation, customary provisions relating to indemnities and contribution and the provision of opinions of counsel and accountants' comfort letters. The Company If Registrable Securities are to be distributed by such underwriters on behalf of any Holder, such Holder shall not require, nor request or require the applicable underwriters also be a party to require any Holder in any such underwriting agreement. (b) If any registration pursuant to Section 4 shall involve an underwritten offering, the Company may require Registrable Securities requested to be registered pursuant to Section 4 to be included in such underwriting on the same terms and conditions as shall be applicable to the securities being sold through underwriters under such registration. In such case, each Holder requesting registration shall be a party to any such underwriting agreement. Such agreement or related documents shall contain such representations and warranties by the Holders requesting registration and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnities and contribution (it being understood that each Holder shall not be required to make any representation concerning the Company or its business or to indemnify or contribute for any liabilities losses or expenses related to any omission or misstatements in any registration statement or prospectus except to the extent based upon information provided in writing by the Holder expressly for use therein). (c) In any offering of Registrable Securities pursuant to a registration hereunder, each Holder requesting registration shall also enter into such additional or other agreements as may be customary in such transactions, which agreements may contain, among other provisions, such representations or and warranties to or agreements with as the Company or the underwriters other than customary representationsof such offering may reasonably request (including, warranties or agreements regarding without limitation, those concerning such Stockholder’s title to Holder, its Registrable Securities Securities, such Holder's intended plan of distribution and any written other information provided supplied by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, it to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities use in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholdersstatement), assuming conversion and customary provisions relating to indemnities and contribution (iii) third, it being understood that each Holder shall not be required to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of make any such underwriting, such person shall also be excluded therefrom by written notice from representation concerning the Company or the underwriter. The Registrable Securities its business or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the to indemnify or contribute for any liabilities losses or expenses related to any omission or misstatements in any registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal statement or prospectus except to the number of shares so withdrawn, with such shares to be allocated among extent based upon information provided in writing by the persons requesting additional inclusion, in the manner set forth aboveHolder expressly for use therein).

Underwriting. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingunder Section 2, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) will enter into and perform its obligations under an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are for such offering, such agreement to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevantincluding, without limitation, customary provisions relating to indemnities and contribution and the provision of opinions of counsel and accountants' comfort letters. The Company If Registrable Securities are to be distributed by such underwriters on behalf of any Holder, such Holder shall not require, nor request or require the applicable underwriters also be a party to require any Holder in any such underwriting agreement. (b) If any registration pursuant to Section 4 shall involve an underwritten offering, the Company may require Registrable Securities requested to be registered pursuant to Section 4 to be included in such underwriting on the same terms and conditions as shall be applicable to the securities being sold through underwriters under such registration. In such case, each Holder requesting registration shall be a party to any such underwriting agreement. Such agreement or related documents shall contain such representations and warranties by the Holders requesting registration and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnities and contribution (it being understood that each Holder shall not be required to make any representation concerning the Company or its business or to indemnify or contribute for any liabilities, losses or expenses related to any omission or misstatements in any registration statement or prospectus except to the extent based upon information provided in writing by the Holder expressly for use therein). (c) In any offering of Registrable Securities pursuant to a registration hereunder, each Holder requesting registration shall also enter into such additional or other agreements as may be customary in such transactions, which agreements may contain, among other provisions, such representations or and warranties to or agreements with as the Company or the underwriters other than customary representationsof such offering may reasonably request (including, warranties or agreements regarding without limitation, those concerning such Stockholder’s title to Holder, its Registrable Securities Securities, such Holder's intended plan of distribution and any written other information provided supplied by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, it to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities use in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholdersstatement), assuming conversion and customary provisions relating to indemnities and contribution (iii) third, it being understood that each Holder shall not be required to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of make any such underwriting, such person shall also be excluded therefrom by written notice from representation concerning the Company or the underwriter. The Registrable Securities its business or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the to indemnify or contribute for any liabilities, losses or expenses related to any omission or misstatements in any registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal statement or prospectus except to the number of shares so withdrawn, with such shares to be allocated among extent based upon information provided in writing by the persons requesting additional inclusion, in the manner set forth aboveHolder expressly for use therein).

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise notify the Stockholders as a part Holders of the written notice given pursuant to Section 1.2(a)(i)identity of the managing underwriters for the Underwritten Offering proposed under the IPO Registration Statement. In such event, the The right of any Stockholder such Holder’s Registrable Shares to registration be included in any IPO Registration Statement pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting Underwritten Offering and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting Underwritten Offering to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or managing underwriters selected by the Company with customary limitations for such underwriting and complete and execute any questionnaires, powers of liability attorney, indemnities, securities escrow agreements and indemnity provisions. The selling Stockholders on whose behalf other documents reasonably required under the Registrable Securities are terms of such underwriting, and furnish to be distributed by the Company such underwriters information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the managing underwriters may exclude shares (subject to including Registrable Shares) from the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, IPO Registration Statement and the number of shares of securities that are entitled to be Underwritten Offering and any Shares included in the registration IPO Registration Statement and underwriting the Underwritten Offering shall be allocated, as follows: (i) first, to the Company for securities being sold for its own accountCompany, (ii) and second, to each of the Stockholders Holders requesting to include inclusion of their Registrable Securities Shares in such registration statement IPO Registration Statement on a pro rata basis based on the pro rata percentage total number of Registrable Securities Shares then held by each such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionHolder which is requesting inclusion. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwritingUnderwritten Offering, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company or and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement, provided, that if, in the opinion of counsel, such withdrawal would necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to deliver such written notice at least twenty (20) Business Days prior to the effective date of the IPO Registration Statement. The Any Registrable Securities Shares excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so Underwritten Offering shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveIPO Registration Statement.

Underwriting. If Holding proposes to conduct an Underwritten Offering under the registration of which Mandatory Shelf Registration Statement, Holding shall advise the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i)managing underwriters for such proposed Underwritten Offerings. In such event, the right of any Stockholder to registration pursuant to this Section 1.2 Company shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 5 and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the registration and disposition of the underwriter or underwriters selected by Registrable Shares included in such Underwritten Offering; provided, however, that the Company with customary limitations shall be required to cause appropriate officers of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are Company or its Affiliates to be distributed participate in a “road show” or similar marketing effort being conducted by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements underwriter with respect to secondary distributionssuch Underwritten Offering only if Holding and any other Persons, when relevant. The if any, who are participating in the Underwritten Offering reasonably anticipate gross proceeds from such Underwritten Offering of at least $20 million; provided, further, the Company shall not requirebe required to cause such officers of the Company or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering more than twice in a 365 day period. If Holding proposes to distribute its Registrable Shares through such Underwritten Offering, nor request or require it shall enter into an underwriting agreement in customary form with the applicable managing underwriters to require any Holder in any selected for such underwriting agreement or related and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that Holding shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, with respect to an Underwritten Offering in connection with the Mandatory Shelf Registration Statement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, then the managing underwriters may exclude shares (subject including Registrable Shares) from the Underwritten Offering, and any shares included in the Underwritten Offering shall be allocated to Holding to the limitations set forth below) exclude all Registrable Securities from, or limit the number extent of its requested amount of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveUnderwritten Offering.

Underwriting. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingunder Section 2, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) will enter into and perform its obligations under an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are for such offering, such agreement to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevantincluding, without limitation, customary provisions relating to indemnities and contribution and the provision of opinions of counsel and accountants' comfort letters. The Company If Registrable Securities are to be distributed by such underwriters on behalf of any Holder, such Holder shall not require, nor request or require the applicable underwriters also be a party to require any Holder in any such underwriting agreement or related documents agreement; provided, however, that no Holder shall be required to make any representations or warranties concerning the Company or any other Holder. (b) If any registration pursuant to or Section 4 shall involve an underwritten offering, the Company may require Registrable Securities requested to be registered pursuant to Section 4 to be included in such underwriting on the same terms and conditions as shall be applicable to the securities being sold through underwriters under such registration. In such case, each Holder requesting registration shall be a party to any such underwriting agreement. Such agreement shall contain such representations and warranties by the Holders requesting registration and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnities and contribution; provided, however, that no Holder shall be required to make representations or warranties concerning the Company or any other Holder. (c) In any offering of Registrable Securities pursuant to a registration hereunder, each Holder requesting registration shall also enter into such additional or other agreements as may be customary in such transactions, which agreements may contain, among other provisions, such representations and warranties as the Company or the underwriters other than customary representationsof such offering may reasonably request (including, warranties or agreements regarding without limitation, those concerning such Stockholder’s title to Holder, its Registrable Securities Securities, such Holder's intended plan of distribution and any written other information provided supplied by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, it to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities use in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(bstatement), the Company shall then offer and customary provisions relating to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveindemnities and contribution.

Underwriting. If Parent proposes to conduct an Underwritten Offering under the registration of which the Company gives notice is for a registered public offering involving an underwritingMandatory Registration Statement, the Company Parent shall so advise the Stockholders as a part Enova of the written notice given pursuant to Section 1.2(a)(i)managing underwriters for such proposed Underwritten Offering. In such event, the right of any Stockholder to registration pursuant to this Section 1.2 Enova shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Article IV and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the registration and/or qualification and the disposition of the underwriter Registrable Shares included in such Underwritten Offering; provided, however, that Enova shall be required to cause appropriate officers of Enova or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are its Affiliates to be distributed participate in a “road show” or similar marketing effort being conducted by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements underwriter with respect to secondary distributionssuch Underwritten Offering only if Parent and any other Persons, when relevant. The Company if any, who are participating in the Underwritten Offering reasonably anticipate gross proceeds from such Underwritten Offering of at least $20 million; provided, further, that Enova shall not requirebe required to cause such officers of Enova or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering more than twice in a 365 day period. If Parent proposes to distribute its Registrable Shares through such Underwritten Offering, nor request or require it shall enter into an underwriting agreement in customary form with the applicable managing underwriters selected for such Underwritten Offering and complete and execute any questionnaires, personal information forms, powers of attorney, submissions to require any Holder in any jurisdiction, certificates, undertakings, declarations, notices, indemnities, securities escrow agreements, and other documents reasonably required under the terms of such underwriting agreement or related (including, without limitation, any documents required under the Securities Act), and furnish to Enova such information in writing as Enova may reasonably request for inclusion in the Mandatory Registration Statement; provided, however, that Parent shall not be required to make any representations or warranties to or agreements with the Company Enova or the underwriters other than customary representations, warranties warranties, or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, with respect to an Underwritten Offering pursuant to a Mandatory Registration Statement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, Enova will include in such registration, prior to the inclusion of any other securities, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the maximum number of Registrable Securities requested to be included inby Parent, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included which in the registration and underwriting shall opinion of such underwriters can be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with orderly manner within such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveprice range.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such StockholderHolder and such Holder’s title to Registrable Securities intended method of distribution and any written information provided other representation required by law. The IPO Registration Statement shall include all Registrable Shares requested by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition Holders to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents included therein in connection accordance with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the CompanySection 2(b). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit further, however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, to directors, other employees of the Company for securities being sold for its own account, and consultants and (ii) second, other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration provided, .further, however, that Holders of Registrable Shares shall be permitted to include Registrable Securities Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A under the Securities Act, during such underwriting based on periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and sixty (60) days following the pro rata percentage effective date of securities held the IPO Registration Statement) by such the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other holders, assuming conversionregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company and the managing underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If the registration of which the Company gives Any notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given provided to Parent by Enova pursuant to Section 1.2(a)(i)2.2(a) in connection with an Underwritten Offering shall advise Parent of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. In such event, the Parent’s right of to include Registrable Shares in any Stockholder to registration Piggyback Registration Statement pursuant to this Section 1.2 2.2 shall be conditioned upon such Stockholder’s participation in such underwriting Underwritten Offering and the inclusion of such Stockholder’s Registrable Securities Shares in the underwriting Underwritten Offering to the extent provided herein. All Stockholders proposing to distribute their securities Parent, if distributing Registrable Shares through such underwriting Underwritten Offering, shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or managing underwriters selected by for such Underwritten Offering and complete and execute any questionnaires, personal information forms, powers of attorney, submissions to jurisdiction, certificates, undertakings, declarations, notices, indemnities, securities escrow agreements, and other documents reasonably required under the Company with customary limitations terms of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain (including, without limitation, any documents required under the Securities Act), and furnish to Enova such representations and warranties by such selling Stockholders and such other terms and provisions information in writing as are customarily contained Enova may reasonably request for inclusion in underwriting agreements with respect to secondary distributionsthe Registration Statement; provided, when relevant. The Company however, that Parent shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents be required to make any representations or warranties to or agreements with the Company Enova or the underwriters other than customary representations, warranties warranties, or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, with respect to an Underwritten Offering pursuant to a Piggyback Registration Statement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, then the managing underwriters may exclude shares (subject to including Registrable Shares) from the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registrationUnderwritten Offering, and the number of any shares of securities that are entitled to be included in the registration and underwriting Underwritten Offering shall be allocated, as follows: (i) allocated first, to the Company for securities being sold for its own accountEnova, (ii) and second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such StockholdersParent, assuming conversion and (iii) third, to the any other holders of securities of the Company with registration rights to participate therein distributing their securities through Person included in such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionUnderwritten Offering. If a person who has requested inclusion in such registration as provided above does not agree to Parent disapproves of the terms of any such underwritingUnderwritten Offering pursuant to a Piggyback Registration Statement, such person shall also be excluded Parent may elect to withdraw therefrom by written notice from the Company or to Enova and the underwriter, delivered at least 10 Business Days before the effective date of the Piggyback Registration Statement or at any time prior to execution of a definitive underwriting agreement relating to a distribution pursuant to any Underwritten Offering. The Any Registrable Securities Shares excluded or other securities so withdrawn from any Underwritten Offering pursuant to a Piggyback Registration Statement may be excluded shall also be and withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth abovePiggyback Registration Statement.

Underwriting. If any of the registration Transfer Restricted Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker(s) and manager(s) that will manage the offering will be selected by the Holders of which a majority of the then outstanding Transfer Restricted Notes (determined in accordance with Section 9(d)) included in such offering (after consultation with the Company gives notice is for a registered public offering involving an underwritingas to such selection and upon the written consent of the Company, which consent will not be unreasonably withheld or delayed). If requested by the underwriters, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) will promptly enter into an underwriting agreement in customary form reasonably acceptable to the Company with the representative of the underwriter or such underwriters selected for such offering, such agreement to contain such representations and warranties by the Company and such other terms and conditions as are customary for underwriting agreements with customary limitations of liability respect to secondary offerings, including without limitation, indemnities to the effect and indemnity provisionsto the extent provided in Section 5 hereof. The selling Stockholders Holders of Transfer Restricted Notes on whose behalf the Registrable Securities such securities are to be being distributed by such underwriters shall be parties party to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company Holders shall not require, nor request or require be required by the applicable underwriters to require any Holder in any such underwriting agreement or related documents Company to make any representations or warranties to the underwriters with respect to the Company or agreements with the Transfer Restricted Notes (other than that the Holders are conveying such securities free and clear of all pledges, securities interests, liens, charges, encumbrances, agreements, equities, claims and options of whatever nature), and the Holders shall not be required to indemnify the Company or the underwriters (other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder with respect to the Company expressly for inclusion matters, and to the extent, provided in the related registration statementSection 5). In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b)Furthermore, the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholdersthe Holders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statementShelf Registration Statement, and by any attorney, accountant or other agent retained by any selling Stockholders Holder or any managing underwriter, all pertinent financial and other recordsrecords and other information, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be reasonably necessary to enable them to exercise their due diligence responsibility responsibilities. No Holder of Transfer Restricted Notes may participate in any underwritten distribution hereunder unless such holder (subject a) agrees to entry by each sell such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation Holder's Transfer Restricted Notes on the number of shares to be underwritten, basis provided in any underwriting arrangements approved in accordance with the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registrationterms hereof, and the number (b) completes and executes all questionnaires, powers of shares of securities that are entitled to be included in the registration attorney, indemnities, underwriting agreements and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to documents required under the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveunderwriting arrangements.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given lead managing underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder to include any of its Registrable Shares in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such StockholderHolder and such Holder’s title to Registrable Securities intended method of distribution and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, (subject to the limitations set forth belowlast proviso of this paragraph) exclude all to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, to directors, other employees of the Company for securities being sold for its own account, and consultants and (ii) second, other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Securities Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A under the Securities Act, during such underwriting based periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other registration; provided, however, that if (1) during the last 17 days of such restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs, or (2) prior to the expiration of such restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the pro rata percentage last day of securities held such restricted period, then, in each case, the restrictions imposed by the representatives of the underwriters may continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or event, unless the representatives of the underwriters waive, in writing, such other holders, assuming conversionan extension. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company and the managing underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If The Lender shall evaluate the registration proposed Additional Mortgaged Property, and shall make underwriting determinations as to the Aggregate Debt Service Coverage Ratio for the Trailing 12 Month Period and the Aggregate Loan to Value Ratio applicable to the Collateral Pool, on the basis of which the Company gives notice is for a registered public offering involving an underwritinglesser of (i) if purchased by the Borrower within 12 months of the related Collateral Addition Request, the Company shall so advise the Stockholders as a part acquisition price of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall proposed Additional Mortgaged Property or (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwritingii) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements a Valuation made with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statementproposed Additional Mortgaged Property, and by any attorneyotherwise in accordance with ▇▇▇▇▇▇ Mae’s DUS Underwriting Requirements, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties including applicable underwriting floors. Within 30 days after receipt of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company Collateral Addition Request for securities being sold for its own account, the proposed Additional Mortgaged Property and (ii) secondall reports, certificates and documents set forth on Exhibit S to this Agreement, including a zoning analysis undertaken in accordance with Section 206 of the DUS Guide, the Lender shall notify the Borrower whether or not it shall consent to the Stockholders requesting to include Registrable Securities in such registration statement based on addition of the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, proposed Additional Mortgaged Property to the other holders of securities Collateral Pool and, if it shall so consent, shall set forth the Aggregate Debt Service Coverage Ratios for the Trailing 12 Month Period and the Aggregate Loan to Value Ratio which it estimates shall result from the addition of the Company with registration rights proposed Additional Mortgaged Property to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionCollateral Pool. If a person who has requested inclusion in such registration as provided above does not agree the Lender declines to consent to the terms addition of any such underwritingthe proposed Additional Mortgaged Property to the Collateral Pool, such person the Lender shall also include, in its notice, a brief statement of the reasons for doing so. Within five Business Days after receipt of the Lender’s notice that it shall consent to the addition of the Additional Mortgaged Property to the Collateral Pool, the Borrower shall notify the Lender whether or not it elects to cause the proposed Additional Mortgaged Property to be excluded therefrom by written notice from added to the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registrationCollateral Pool. If shares are so withdrawn from the registration and if Borrower fails to respond within the number period of shares of Registrable Securities five Business Days, it shall be conclusively deemed to have elected not to cause the proposed Additional Mortgaged Property to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal added to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveCollateral Pool.

Underwriting. If The Lender shall evaluate the registration proposed Additional Mortgaged Property, and shall make underwriting determinations as to the Aggregate Debt Service Coverage Ratio for the Trailing 12 Month Period and the Aggregate Loan to Value Ratio applicable to the Collateral Pool, on the basis of which the Company gives notice is for a registered public offering involving an underwritinglesser of (i) if purchased by the Borrower within 12 months of the related Collateral Addition Request, the Company shall so advise the Stockholders as a part acquisition price of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall proposed Additional Mortgaged Property or (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwritingii) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements a Valuation made with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statementproposed Additional Mortgaged Property, and by any attorneyotherwise in accordance with ▇▇▇▇▇▇ Mae’s DUS Underwriting Requirements, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties including applicable underwriting floors. Within 30 days after receipt of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company Collateral Addition Request for securities being sold for its own account, the proposed Additional Mortgaged Property and (ii) secondall reports, certificates and documents set forth on Exhibit S to this Agreement, including a zoning analysis undertaken in accordance with Section 206 of the DUS Guide, the Lender shall notify the Borrower whether or not it shall consent to the Stockholders requesting to include Registrable Securities in such registration statement based on addition of the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, proposed Additional Mortgaged Property to the other holders of securities Collateral Pool and, if it shall so consent, shall set forth the Aggregate Debt Service Coverage Ratios for the Trailing 12 Month Period and the Aggregate Loan to Value Ratio which it estimates shall result from the addition of the Company with registration rights proposed Additional Mortgaged Property to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionCollateral Pool. If a person who has requested inclusion in such registration as provided above does not agree the Lender declines to consent to the terms addition of any such underwritingthe proposed Additional Mortgaged Property to the Collateral Pool, such person the Lender shall also include, in its notice, a brief statement of the reasons for doing so. Within five Business Days after receipt of the Lender’s notice that it shall consent to the addition of the proposed Additional Mortgaged Property to the Collateral Pool, the Borrower shall notify the Lender whether or not it elects to cause the proposed Additional Mortgaged Property to be excluded therefrom by written notice from added to the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registrationCollateral Pool. If shares are so withdrawn from the registration and if Borrower fails to respond within the number period of shares of Registrable Securities five Business Days, it shall be conclusively deemed to have elected not to cause the proposed Additional Mortgaged Property to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal added to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveCollateral Pool.

Underwriting. If the registration of a Registration Statement under which the Company gives notice under this Section 3 is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the Stockholders as a part Holders of the written notice given pursuant to Section 1.2(a)(i)Registrable Securities. In such event, the right of any Stockholder such Holder's Registrable Securities to be included in a registration pursuant to this Section 1.2 3 shall be conditioned upon such Stockholder’s Holder's participation in such underwriting and the inclusion of such Stockholder’s Holder's Registrable Securities in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter Managing Underwriter or underwriters Underwriter(s) selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by for such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in underwriting; provided that any such underwriting agreement or related documents shall not impair the indemnification rights of the Holders granted under this Agreement; and provided further, that the representations and warranties given by, and the other agreements on the part of, the Company to and for the benefit of the Underwriter(s) shall also be made to and for the benefit of the Investor; and provided further, that the Company shall ensure that no Underwriter(s) requires any Holder to make any representations or warranties to to, or agreements with the Company or the underwriters with, any Underwriter(s) in a Registration other than customary representations, warranties or and agreements regarding relating to such Stockholder’s Holder's title to the Registrable Securities and any written information provided by authority to enter into the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company)underwriting agreement. Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company Managing Underwriter determine(s) in writing good faith that marketing factors require a limitation on of the number of shares to be underwritten, then the underwriters Managing Underwriter(s) may exclude shares (subject to the limitations set forth belowincluding Registrable Securities) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, from the registration and the underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to may be included in the registration and the underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own accountCompany, (ii) and second, to each of the Stockholders Holders requesting to include inclusion of their Registrable Securities in such registration statement Registration Statement on a pro rata basis based on the pro rata percentage total number of Registrable Securities then held by each such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionHolder. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company or and the underwriterUnderwriter, delivered at least twenty (20) days prior to the effective date of the Registration Statement. The Any Registrable Securities excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration registration. For any Holder that is a partnership or corporation, the partners, retired partners and if shareholders of such Holder, or the number estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "Holder," and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares of Registrable Securities to be carrying registration rights owned by all entities and individuals included in such registration was previously reduced "Holder," as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities defined in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth abovethis sentence.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given managing underwriter(s) for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder's Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such Stockholder’s Holder's participation in such underwriting and the inclusion of such Stockholder’s Holder's Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities Holder and such Holder's intended method of distribution and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, to directors, other employees of the Company for securities being sold for its own account, and consultants (other than Registrable Shares held by such persons as Holders under this Agreement); and (ii) second, other holders of the Company's capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration. Regardless of whether a Holder elects to include Registrable Securities Shares in such registration statement based on the pro rata percentage IPO Registration Statement, each Holder of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A, during such underwriting based on periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and sixty (60) days following the pro rata percentage effective date of securities held the IPO Registration Statement) by such the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other holders, assuming conversionregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company or and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement, provided that the Holder may agree to waive this right to withdraw with the Company, the underwriters or any custodial agent in any custody agreement and/or power of attorney executed by such Holder in connection with the underwriting. The Any Registrable Securities Shares excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part Holders of the written notice given pursuant to Section 1.2(a)(i)identity of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. In such event, the The right of any Stockholder such Holder’s Registrable Shares to registration be included in any Piggyback Registration Statement pursuant to this Section 1.2 2(c) shall be conditioned upon such StockholderHolder’s participation in such underwriting Underwritten Offering and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting Underwritten Offering to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or managing underwriters selected by for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information in writing as the Registrable Securities are to be distributed by such underwriters Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the managing underwriters may exclude shares (subject including Registrable Shares) from the Piggyback Registration Statement and the Underwritten Offering, and any shares of Common Stock included in the Piggyback Registration Statement and the Underwritten Offering shall be allocated, first, to the limitations set forth belowCompany, and second, to any Person exercising demand registration rights that are the basis for such registration, and third, to each of the Holders requesting inclusion of their Registrable Shares in such Piggyback Registration Statement on a pro rata basis based on the total number of such shares requested to be included; provided, that if (i) exclude all Registrable Securities fromthe Mandatory Shelf Registration Statement is not declared effective by the 120th day following the Closing or (ii) the Commission shall have issued a stop order relating to the Mandatory Shelf Registration Statement and such order remains in effect, or limit then the number of Registrable Securities to Shares requested by any holder for inclusion in the Piggyback Registration shall be included inallocated on a pro rata basis with the person exercising demand registration rights that are the basis for such registration; provided, the registration and underwriting. The Company shall so advise all holders of securities requesting registrationfurther, and that the number of shares of securities that are entitled Registrable Shares to be included in the registration and underwriting Piggyback Registration Statement shall not be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the reduced unless all other holders of securities of the Company held by other holders of the Company’s capital stock with registration rights that are inferior (with respect to participate therein distributing their securities through such reduction) to the registration rights of the Holders set forth herein, are first entirely excluded from the underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionand registration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwritingUnderwritten Offering, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company or and the underwriter, delivered at least 10 Business Days before the effective date of the Piggyback Registration Statement. The Any Registrable Securities Shares excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so Underwritten Offering shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth abovePiggyback Registration Statement.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such StockholderHolder and such Holder’s title to Registrable Securities intended method of distribution and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, to directors, other employees of the Company for securities being sold for its own account, and consultants; and (ii) second, other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Securities Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A under the Securities Act, during such underwriting based on periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the pro rata percentage effective date of securities held the IPO Registration Statement) by such the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other holders, assuming conversionregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company and the managing underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If the registration of which the Company Corporation gives notice is for a registered public offering involving an underwritingunderwriting (an “Underwritten Offering”), the Company Corporation shall so advise the Stockholders Holders as a part of the written notice given pursuant to Section 1.2(a)(i3(a)(i). In such event, the right of any Stockholder Holder to registration pursuant to this Section 1.2 3 shall be conditioned upon such Stockholder▇▇▇▇▇▇’s participation in such underwriting and the inclusion of such StockholderHolder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute dispose of their securities Registrable Securities through such underwriting shall (underwriting, together with the Company Corporation and the other holders of securities of the Company with registration rights to participate therein parties distributing their securities through such underwriting) , shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Company with customary limitations Corporation. If the managing underwriter or managing underwriters of liability an Underwritten Offering advise the Corporation and indemnity provisions. The selling Stockholders on whose behalf the Holders that in their reasonable opinion the inclusion of all of the Holders’ Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly requested for inclusion in the subject Underwritten Offering (and any related registration statement. In connection with the preparation registration, if applicable) (and filing of each registration statement registering any other Registrable Securities under proposed to be included in such offering) exceeds the Securities Act pursuant number that can be included without being likely to this Section 1.2(b)have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the Company Corporation shall make available upon reasonable notice at reasonable times include in such Underwritten Offering (and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2related registration, if the underwriters advise the Company in writing applicable) only that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled proposed to be included in such Underwritten Offering (and any related registration, if applicable) that, in the registration and underwriting shall reasonable opinion of the managing underwriter or managing underwriters, will not have such adverse effect, with such number to be allocated, allocated as follows: (iA) first, to in the Company for securities being sold for its own accountcase of an Underwritten Shelf Take-Down, (ii1) second, to first pro rata among the Stockholders requesting initiating Holders that have requested to include Registrable Securities in such registration statement Underwritten Offering based on the pro rata percentage relative number of Registrable Securities then held by each such Stockholdersinitiating Holder, assuming conversion (2) second pro rata among the Existing Holders and (iii) thirdthe non-initiating Holders, respectively, that have requested to the other holders include shares of securities of the Company with registration rights to participate therein distributing their securities through Class A Common Stock in such underwriting Underwritten Offering based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the relative number of shares of Class A Common Stock and Class B Common Stock, collectively, then held by each such Existing Holder or non-initiating Holder, as applicable, (3) third, if there remains availability for additional shares of Common Stock to be included in such Underwritten Offering, the Corporation and (4) fourth, if there remains availability for additional shares of Class A Common Stock to be included in such Underwritten Offering, any other holders entitled to participate in such Underwritten Offering, if applicable, based on the relative number of shares of Class A Common Stock and Class B Common Stock, collectively, then held by each such holder, (B) in the case of any Underwritten Offering initiated by the Corporation, (1) first, to the Corporation, (2) second, if there remains availability for additional Registrable Securities to be included in such Underwritten Offering, pro rata among all Existing Holders and the Holders desiring to include shares of Class A Common Stock in such Underwritten Offering based on the relative number of shares of Class A Common Stock and Class B Common Stock, collectively, then held by each such Existing Holder or Holder, as applicable, and (3) third, if there remains availability for additional shares of Class A Common Stock to be included in such registration, pro rata among any other holders entitled to participate in such Underwritten Offering, if applicable, based on the relative number of shares of Class A Common Stock and Class B Common Stock, collectively, then held by each such holder and (C) if the offering was not initiated for and on behalf of the Corporation and was initiated for and on behalf of any holder of registration was previously reduced as a result of marketing factors pursuant to Section 1.2(brights (other than any Holder or Existing Holder), the Company shall then offer (1) first, to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to such other holder, pro rata based on the number of shares so withdrawnof Class A Common Stock and Class B Common Stock, with collectively, held by such other holder, (2) second, to the Existing Holders and the Holders, pro rata based on the number of shares of Class A Common Stock and Class B Common Stock, collectively, held by such Existing Holders and the Holders, and (3) third, to be allocated among the persons requesting additional inclusionCorporation. For the avoidance of doubt, in the manner set forth aboveprovisions of this Section 3(b) shall apply to any Underwritten Shelf Take-Down requested pursuant to the terms of this Agreement.

Underwriting. If At the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part request of the written notice given pursuant Initiating Purchasers (with respect to Section 1.2(a)(i)a Request For Registration by the Initiating Purchasers) or the Initiating Preference Holders (with respect to a Request For Registration by the Initiating Preference Holders) the distribution of the Registrable Securities covered by a Request For Registration shall be effected by means of a firm commitment underwriting. In such event, the The right of any Stockholder Purchaser and Preference Holder to registration pursuant to this Section 1.2 2.1 shall be conditioned upon such Stockholder’s Person's participation in such underwriting and the inclusion of such Stockholder’s Person's Registrable Securities in the underwriting to the extent provided herein. All Stockholders The Company, together with all Participating Holders proposing to distribute their securities through such underwriting underwriting, shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters managing underwriter(s) selected for such underwriting by the Company with customary limitations Initiating Purchasers (in the case of liability and indemnity provisions. The selling Stockholders on whose behalf a Request For Registration by the Registrable Securities are to be distributed Initiating Purchasers) or the Initiating Preference Holders (in the case of a Request For Registration by such underwriters the Initiating Preference Holders) which underwriter(s) shall be parties reasonably acceptable to any such underwriting agreement. Such underwriting agreement the Company; provided, however, that no Participating Holder shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents be required to make any representations or warranties to or agreements with concerning the Company or the underwriters other than customary representationsits business, warranties properties, prospects, financial condition or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company)matters. Notwithstanding any other provision of this Section 1.22.1, if the underwriters advise managing underwriter(s) advises the Company and the Participating Holders in writing that because the number of shares requested by the Participating Holders to be included in the registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Initiating Purchasers (in the case of a Request For Registration by the Initiating Purchasers) or the Initiating Preference Holders (in the case of a Request For Registration by the Initiating Preference Holders) or that marketing factors require a limitation on of the number of shares to be underwrittenunderwritten on behalf of the Participating Holders (the "DEMAND REGISTRATION CUTBACK"), then the underwriters may (subject Company shall include in such registration, to the limitations set forth belowextent of the number which the Company is so advised by the managing underwriter(s) exclude can be sold in (or during the time of) such offering without such interference or affect on the price or sale of, first, all Registrable Securities fromrequested to be included by the Participating Holders, or limit pro rata with respect to the number of Registrable Securities requested to be included inregistered, and second, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled proposed to be included in the registration and underwriting shall be allocated, as follows: (i) first, to sold by the Company for securities being sold for its own account. If any Participating Holder disapproves of the terms of the underwriting, (ii) second, such Person may elect to withdraw therefrom by written notice to the Stockholders requesting Company (who shall thereafter promptly give notice to include the other Participating Holders) and the managing underwriter(s). The Registrable Securities in so withdrawn shall also be withdrawn from registration; provided, however, that, if by the withdrawal of such registration statement based on the pro rata percentage Registrable Securities a greater number of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion Registrable Securities participating in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to may be included in such registration was previously reduced as a result (up to the maximum of marketing factors pursuant to Section 1.2(bany limitation imposed by the underwriters), then the Company shall then offer to all persons who have retained the right to include securities in the registration Participating Holders the right to include additional securities Registrable Securities in the registration same proportion used in an aggregate amount equal to determining the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, underwriter limitation in the manner set forth abovefinal sentence of the immediately preceding paragraph.

Underwriting. If any Holder proposes to conduct an Underwritten Offering under the registration of which Mandatory Shelf Registration Statement, such Holder shall advise the Company gives notice is for a registered public offering involving an underwritingand all other Holders whose securities are included in the Mandatory Shelf Registration Statement (if applicable), the Company shall so advise the Stockholders as a part of the written notice given pursuant managing underwriters for such proposed Underwritten Offering (which may be Purchaser or an Affiliate thereof); such managing underwriters to Section 1.2(a)(i)be subject to the approval of the Company, not to be unreasonably withheld. In such event, the right of any Stockholder to registration pursuant to this Section 1.2 Company shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 6, and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the registration and disposition of the underwriter or underwriters selected by Registrable Shares included in such Underwritten Offering; provided, however, that the Company with customary limitations shall be required to cause appropriate officers of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are Company or its Affiliates to be distributed participate in a “road show” or similar marketing effort being conducted by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements underwriter with respect to secondary distributions, when relevantsuch Underwritten Offering only if the Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $10 million. The Company All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall not require, nor request or require enter into an underwriting agreement in customary form with the applicable managing underwriters to require any Holder in any selected for such underwriting agreement or related and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, with respect to an Underwritten Offering in connection with the Mandatory Shelf Registration Statement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, then the managing underwriters may exclude shares (subject to including Registrable Shares) from the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registrationUnderwritten Offering, and the number of any shares of securities that are entitled to be included in the registration and underwriting Underwritten Offering shall be allocated, as follows: (i) first, allocated to each of the Company for securities being sold for its own account, (ii) second, to the Stockholders Holders requesting to include inclusion of their Registrable Securities Shares in such registration statement Underwritten Offering on a pro rata basis based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the total number of shares of such Registrable Securities Shares requested to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveincluded.

Underwriting. If one or more Holders propose to conduct an Underwritten Offering under the registration of which Mandatory Registration Statement or the Company gives notice is for a registered public offering involving an underwritingMandatory Canadian Shelf Prospectus, the Company shall so advise the Stockholders as Holder holding a part majority of the written notice given pursuant Registrable Shares to Section 1.2(a)(i)be sold in such Underwritten Offering shall advise PEG Inc. of the managing underwriters for such proposed Underwritten Offering. In such event, the right of any Stockholder to registration pursuant to this Section 1.2 PEG Inc. shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Article V and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the registration and/or qualification and the disposition of the underwriter Registrable Shares included in such Underwritten Offering; provided, however, that PEG Inc. shall not be required to conduct more than three such Underwritten Offerings during any 365 day period; provided, further, that PEG Inc. shall not be required to conduct any such Underwritten Offering unless the anticipated gross proceeds from such Underwritten Offering are at least $25 million; provided, further, that PEG Inc. shall be required to cause appropriate officers of PEG Inc. or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are its Affiliates to be distributed participate in a “road show” or similar marketing effort being conducted by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements underwriter with respect to secondary distributionssuch Underwritten Offering only if the Holders participating in the Underwritten Offering reasonably anticipate gross proceeds from such Underwritten Offering of at least $75 million; provided, when relevant. The Company further, that PEG Inc. shall not requirebe required to cause such officers of PEG Inc. or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriter with respect to such Underwritten Offering more than twice in a 365 day period. Holders proposing to distribute Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriters selected for such Underwritten Offering and complete and execute any questionnaires, nor request or require personal information forms, powers of attorney, submissions to jurisdiction, certificates, undertakings, declarations, notices, indemnities, securities escrow agreements, and other documents reasonably required under the applicable underwriters to require any Holder in any terms of such underwriting agreement (including, without limitation, any documents required under the Securities Act or related documents applicable Canadian Securities Laws), and furnish to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding PEG Inc. such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly in writing as PEG Inc. may reasonably request for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company)Mandatory Registration Statement and/or Mandatory Canadian Shelf Prospectus. Notwithstanding any other provision of this Section 1.2Agreement, with respect to an Underwritten Offering pursuant to a Mandatory Registration Statement or a Mandatory Canadian Shelf Prospectus, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, then the managing underwriters may exclude shares (subject including Registrable Shares) from the Underwritten Offering, and any shares included in the Underwritten Offering shall be allocated to the limitations set forth below) exclude all Registrable Securities from, or limit Holders to the number extent of its requested amount of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveUnderwritten Offering.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such StockholderHolder and such Holder’s title to Registrable Securities intended method of distribution and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the reduced unless all other holders of securities of the Company held by (i) officers, directors, other employees of the Company and consultants; and (ii) other holders of the Company’s capital stock with registration rights that are inferior (with respect to participate therein distributing their such reduction) to the registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Shares comprising at least 25% of the total securities through such underwriting based on included in the pro rata percentage of securities held by such other holders, assuming conversionUnderwritten Offering proposed under the IPO Registration Statement. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company or and the underwriter, delivered at least five (5) Business Days prior to the date of the preliminary prospectus printed for use in the road show in connection with the IPO. The Any Registrable Securities Shares excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If The Lender shall evaluate the registration proposed Substituted Mortgaged Property, and shall make underwriting determinations as to (a) the Aggregate Debt Service Coverage Ratios and the Aggregate Loan to Value Ratio immediately prior to and immediately after giving effect to the proposed substitution, and (b) the Valuation and the Net Operating Income for the Trailing 12 Month Period for both the proposed Substituted Mortgaged Property and the proposed Collateral Release Property. Notwithstanding anything to the contrary contained herein, for purposes of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in making such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements determines with respect to secondary distributionsthe proposed Substituted Mortgaged Property, when relevant. The Company such determinations shall not require, nor request or require be made on the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements basis of a Valuation made with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder respect to the Company expressly proposed Substituted Mortgaged Property, and otherwise in accordance with ▇▇▇▇▇▇ Mae’s DUS Underwriting Requirements, including applicable underwriting floors. Within 30 days after receipt of (a) the Collateral Substitution Request for inclusion in the related registration statement. In connection with proposed Substituted Mortgaged Property and the preparation proposed Collateral Release Property and filing of each registration statement registering Registrable Securities under the Securities Act pursuant (b) all reports, certificates and documents set forth on Exhibit EE to this Agreement, including a zoning analysis undertaken in accordance with Section 1.2(b206 of the DUS Guide, the Lender shall notify the Borrower Parties whether or not the proposed Substituted Mortgaged Property meets the Coverage and LTV Tests and DUS Underwriting Requirements required by this Section 7.04(b)(iii), and therefore whether or not it shall consent to the Company addition of the proposed Substituted Mortgaged Property to the Collateral Pool in substitution of the proposed Collateral Release Property and, if it shall make available upon reasonable notice at reasonable times so consent, shall set forth the Aggregate Debt Service Coverage Ratios and for reasonable periods for inspection the Aggregate Loan to Value Ratio which it estimates shall result from the substitution of the proposed Substituted Mortgaged Property into the Collateral Pool in replacement of the proposed Collateral Release Property. If the proposed Substituted Mortgaged Property does not meet the Coverage and LTV Tests and DUS Underwriting Requirements required by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statementthis Section 7.04(b)(iii), and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties therefore the Lender does not consent to the substitution of the Company, and cause all proposed Substituted Mortgaged Property into the Collateral Pool in replacement of the Company’s officersproposed Collateral Release Property, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business Lender shall include, in its notice, a brief statement of the Company and reasons for doing so. Within five Business Days after receipt of the Lender’s notice that it shall consent to supply all information reasonably requested by any the substitution of the proposed Substituted Mortgaged Property into the Collateral Pool in replacement of the proposed Collateral Release Property, the Borrower Parties shall notify the Lender whether or not they elect to cause such selling Stockholderssubstitution to occur. If the Borrower Parties fail to respond within the period of five Business Days, managing underwriters, attorneys, accountants or agents in connection with such registration statement as they shall be necessary conclusively deemed to enable them have elected not to exercise their due diligence responsibility (subject cause the proposed substitution to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveoccur.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise notify the Stockholders as a part Holders of the written notice given pursuant to Section 1.2(a)(i)identity of the managing underwriter or underwriters for the Underwritten Offering proposed under the IPO Registration Statement. In such event, the The right of any Stockholder such Holder’s Registrable Shares to registration be included in any IPO Registration Statement pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting Underwritten Offering and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting Underwritten Offering to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected by the Company with for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, customary limitations underwriter lock-up agreements, including those described herein, securities escrow agreements and other documents reasonably required under the terms of liability such underwriting, and indemnity provisions. The selling Stockholders on whose behalf furnish to the Registrable Securities are to be distributed by Company such underwriters information in writing as the Company may reasonably request for inclusion in the IPO Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements (including indemnitees) with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities (including indemnitees) as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the managing underwriter or underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the managing underwriter or underwriters may exclude shares (subject to including Registrable Shares) from the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, IPO Registration Statement and the number of shares of securities that are entitled to be Underwritten Offering and any Common Shares included in the registration IPO Registration Statement and underwriting the Underwritten Offering shall be allocated, as follows: (i) first, to the Company for securities being sold for its own accountCompany, (ii) and second, to each of the Stockholders Holders requesting to include inclusion of their Registrable Securities Shares in such registration statement IPO Registration Statement on a pro rata basis based on the pro rata percentage total number of Registrable Securities held Shares then requested for inclusion by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionHolder. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwritingUnderwritten Offering, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company and the managing underwriter or underwriters, delivered at least ten Business Days prior to the underwriterproposed effective date of the IPO Registration Statement; provided, that if, in the opinion of counsel, such withdrawal would necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to deliver such written notice at least 20 Business Days prior to the proposed effective date of the IPO Registration Statement. The Any Registrable Securities Shares excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so Underwritten Offering shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveIPO Registration Statement.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given lead managing underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such StockholderHolder and such Holder’s title to Registrable Securities intended method of distribution and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and the related Underwritten Offering, and any shares included in the IPO Registration Statement and the related Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in the IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, to directors, other employees and consultants of the Company for securities being sold for its own account, and (ii) second, other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Securities Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A under the Securities Act, during such underwriting based on periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the pro rata percentage effective date of securities held the IPO Registration Statement) by such the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other holders, assuming conversionregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company and the managing underwriter(s), delivered by the later of (i) two (2) Business Days after the IPO price range is communicated by the Company to such Holder and (ii) ten (10) Business Days prior to the effective date of the IPO Registration Statement; provided, however, no Holder may elect to withdraw if, in the reasonable opinion of the Company’s counsel and the Selling Holders’ Counsel, such withdrawal would cause the Company to recirculate a preliminary prospectus. Any Registrable Shares excluded or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If the registration of which Any notice provided to Holding by the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i)2(b)(i) in connection with an Underwritten Offering shall advise Holding of the managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. In such event, the The right of Holding’s Registrable Shares to be included in any Stockholder to registration Piggyback Registration Statement pursuant to this Section 1.2 2(b)(i) shall be conditioned upon such Stockholder’s participation in such underwriting Underwritten Offering and the inclusion of such StockholderHolding’s Registrable Securities Shares in the underwriting Underwritten Offering to the extent provided herein. All Stockholders proposing to distribute their securities Holding, if distributing Registrable Shares through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or managing underwriters selected by for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information in writing as the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained Company may reasonably request for inclusion in underwriting agreements with respect to secondary distributionsthe Registration Statement; provided, when relevant. The Company however, that Holding shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the managing underwriters may exclude shares (subject to including Registrable Shares) from the limitations set forth below) exclude all Registrable Securities from, or limit Piggyback Registration Statement and the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registrationUnderwritten Offering, and the number of shares of securities that are entitled to be any Shares included in the registration Piggyback Registration Statement and underwriting the Underwritten Offering shall be allocated, as follows: (i) first, to the Company for securities being sold for its own accountCompany, (ii) and second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such StockholdersHolding, assuming conversion and (iii) third, to the any other holders of securities of the Company with registration rights to participate therein distributing their securities through Person included in such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionPiggyback Registration Statement. If a person who has requested inclusion in such registration as provided above does not agree to Holding disapproves of the terms of any such underwritingUnderwritten Offering, such person shall also be excluded Holding may elect to withdraw therefrom by written notice from to the Company or and the underwriter, delivered at least 10 Business Days before the effective date of the Piggyback Registration Statement. The Any Registrable Securities Shares excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so Underwritten Offering shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth abovePiggyback Registration Statement.

Underwriting. If any of the registration Transfer Restricted Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker(s) and manager(s) that will manage the offering will be selected by the Holders of which a majority of the then outstanding Transfer Restricted Notes (determined in accordance with Section 9(d)) included in such offering (after consultation with the Company gives notice is for a registered public offering involving an underwritingas to such selection and upon the written consent of the Company, which consent will not be unreasonably withheld or delayed). If requested by the underwriters, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) will promptly enter into an underwriting agreement in customary form reasonably acceptable to the Company with the representative of the underwriter or such underwriters selected for such offering, such agreement to contain such representations and warranties by the Company and such other terms and conditions as are customary for underwriting agreements with customary limitations of liability respect to secondary offerings, including without limitation, indemnities to the effect and indemnity provisionsto the extent provided in Section 5 hereof. The selling Stockholders Holders of Transfer Restricted Notes on whose behalf the Registrable Securities such securities are to be being distributed by such underwriters shall be parties party to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company Holders shall not require, nor request or require be required by the applicable underwriters to require any Holder in any such underwriting agreement or related documents Company to make any representations or warranties to the underwriters with respect to the Company or agreements with the Transfer Restricted Notes (other than that the Holders are conveying such securities free and clear of all pledges, securities interests, liens, charges, encumbrances, agreements, equities, claims and options of whatever nature), and the Holders shall not be required to indemnify the Company or the underwriters (other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder with respect to the Company expressly for inclusion matters, and to the extent, provided in the related registration statementSection 5). In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b)Furthermore, the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholdersthe Holders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statementShelf Registration Statement, and by any attorney, accountant or other agent retained by any selling Stockholders the Holders or any managing underwriter, all pertinent financial and other recordsrecords and other information, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be reasonably necessary to enable them to exercise their due diligence responsibility responsibilities. No Holder of Transfer Restricted Notes may participate in any underwritten distribution hereunder unless such holder (subject a) agrees to entry by each sell such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation Holder's Transfer Restricted Notes on the number of shares to be underwritten, basis provided in any underwriting arrangements approved in accordance with the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registrationterms hereof, and the number (b) completes and executes all questionnaires, powers of shares of securities that are entitled to be included in the registration attorney, indemnities, underwriting agreements and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to documents required under the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveunderwriting arrangements.

Underwriting. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingunder Section 2, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) will enter into and perform its obligations under an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are for such offering, such agreement to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevantincluding, without limitation, customary provisions relating to indemnitees and contribution and the provision of opinions of counsel and accountants' comfort letters. The Company If Registrable Securities are to be distributed by such underwriters on behalf of any Holder, such Holder shall not require, nor request or require the applicable underwriters also be a party to require any Holder in any such underwriting agreement. (b) If any registration pursuant to Section 4 shall involve an underwritten offering, the Company may require Registrable Securities requested to be registered pursuant to Section 4 to be included in such underwriting on the same terms and conditions as shall be applicable to the securities being sold through underwriters under such registration. In such case, each Holder requesting registration shall be a party to any such underwriting agreement. Such agreement or related documents shall contain such representations and warranties by the Holders requesting registration and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnitees and contribution (it being understood that each Holder shall not be required to make any representation concerning the Company or its business or to indemnify or contribute for any liabilities, losses or expenses related to any omission or misstatements in any registration statement or prospectus except to the extent based upon information provided in writing by the Holder expressly for use therein). (c) In any offering of Registrable Securities pursuant to a registration hereunder, each Holder requesting registration shall also enter into such additional or other agreements as may be customary in such transactions, which agreements may contain, among other provisions, such representations or and warranties to or agreements with as the Company or the underwriters other than customary representationsof such offering may reasonably request (including, warranties or agreements regarding without limitation, those concerning such Stockholder’s title to Holder, its Registrable Securities Securities, such Holder's intended plan of distribution and any written other information provided supplied by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, it to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities use in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholdersstatement), assuming conversion and customary provisions relating to indemnitees and contribution (iii) third, it being understood that each Holder shall not be required to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of make any such underwriting, such person shall also be excluded therefrom by written notice from representation concerning the Company or the underwriter. The Registrable Securities its business or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the to indemnify or contribute for any liabilities, losses or expenses related to any omission or misstatements in any registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal statement or prospectus except to the number of shares so withdrawn, with such shares to be allocated among extent based upon information provided in writing by the persons requesting additional inclusion, in the manner set forth aboveHolder expressly for use therein).

Underwriting. (i) If the a registration of which the Company gives notice is for a registered public offering involving pursuant to this Paragraph 10 involves an underwritingunderwritten offering, the Company shall so advise have the Stockholders as a part of right to select the written notice given pursuant to Section 1.2(a)(i). In such eventUnderwriters therefor. (ii) If requested by the Underwriters for any underwritten offering, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) will enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are such Underwriters for such offering, such agreement to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevantof this type. The Company Holder requesting registration for sale in such underwritten offering under this Paragraph 10 shall not require, nor request or require the applicable underwriters be a party to require any Holder in any such underwriting agreement or related documents and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Underwriters shall also be made to and for the benefit of such Holder and the conditions precedent to the obligations of such Underwriters under such underwriting agreement shall be conditions precedent to the obligations of such Holder. Such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters its Underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title Holder and such Holder's intended method of distribution. No Person may participate in any underwritten registration hereunder unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. (iii) The Holder, if such Holder is then the beneficial owner (as provided in Rule 13d-3 under the Exchange Act) of 2% or more of the Common Stock of the Company and if requested by the managing Underwriters in any underwritten offering of Common Stock of the Company (whether or not any Registrable Securities and of such Holder are included in such offering), agrees not to effect any written information provided by public sale or distribution of the Stockholder Registrable Securities, including a sale pursuant to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities Rule 144 under the Securities Act pursuant to this Section 1.2(b(except as part of such underwritten offering), during the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement10-day period prior to, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties during a period of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements up to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten90 days beginning on, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number closing date of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) firstsuch underwritten offering, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities extent timely notified in such registration statement based on the pro rata percentage of Registrable Securities held writing by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or managing Underwriters, provided that the Company's directors and executive officers and all other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from beneficial holders of the registration and if the number same percentage of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveHolder similarly agree.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part Holders of the written notice given pursuant to Section 1.2(a)(i)managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. In such event, the The right of any Stockholder such Holder’s Registrable Shares to registration be included in any Piggyback Registration Statement pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting Underwritten Offering and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting Underwritten Offering to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or managing underwriters selected by for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information in writing as the Registrable Securities are to be distributed by such underwriters Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary for selling stockholders and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the managing underwriters may exclude shares (subject to including Registrable Shares) from the limitations set forth below) exclude all Registrable Securities from, or limit Piggyback Registration Statement and the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registrationUnderwritten Offering, and the number of shares of securities that are entitled to be any Shares included in the registration Piggyback Registration Statement and underwriting the Underwritten Offering shall be allocated, as follows: (i) first, to the Company for securities being sold for its own accountCompany, (ii) second, to each of the Stockholders holders requesting to include Registrable Securities inclusion of their registrable shares in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Piggyback Registration Statement pursuant to the other holders of securities Barclays RRA (if any), third to HALRES LLC and its Permitted Assignees and each of the Company with registration rights holders requesting inclusion of their registrable shares in such Piggyback Registration Statement pursuant to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders▇▇▇ ▇▇▇ (the “CH4 Holders”), assuming conversionand fourth to each person, including each Holder, requesting inclusion in the Piggyback Registration Statement. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwritingUnderwritten Offering, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company or and the underwriter, delivered at least 10 Business Days prior to the effective date of the Piggyback Registration Statement. The Any Registrable Securities Shares excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so Underwritten Offering shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth abovePiggyback Registration Statement.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise notify the Stockholders as a part Holders of the written notice given pursuant to Section 1.2(a)(i)identity of the managing underwriters for the Underwritten Offering proposed under the IPO Registration Statement. In such event, the The right of any Stockholder such Holder's Registrable Shares to registration be included in any IPO Registration Statement pursuant to this Section 1.2 2(b) shall be conditioned upon such Stockholder’s Holder's participation in such underwriting Underwritten Offering and the inclusion of such Stockholder’s Holder's Registrable Securities Shares in the underwriting Underwritten Offering to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or managing underwriters selected by the Company with customary limitations for such underwriting and complete and execute any questionnaires, powers of liability attorney, indemnities, securities escrow agreements and indemnity provisions. The selling Stockholders on whose behalf other documents reasonably required under the Registrable Securities are terms of such underwriting, and furnish to be distributed by the Company such underwriters information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the managing underwriters may exclude shares (subject to including Registrable Shares) from the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, IPO Registration Statement and the number of shares of securities that are entitled to be Underwritten Offering and any Shares included in the registration IPO Registration Statement and underwriting the Underwritten Offering shall be allocated, as follows: (i) first, to the Company for securities being sold for its own accountCompany, (ii) and second, to each of the Stockholders Holders requesting to include inclusion of their Registrable Securities Shares in such registration statement IPO Registration Statement on a pro rata basis based on the pro rata percentage total number of Registrable Securities Shares then held by each such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionHolder which is requesting inclusion. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwritingUnderwritten Offering, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company or and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement, provided, that if, in the opinion of counsel, such withdrawal would necessitate a re-circulation of the Prospectus to investors, such Holder shall be required to deliver such written notice at least twenty (20) Business Days prior to the effective date of the IPO Registration Statement. The Any Registrable Securities Shares excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so Underwritten Offering shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveIPO Registration Statement.

Underwriting. If any Holder proposes to conduct an Underwritten Offering under the registration of which Mandatory Shelf Registration Statement, such Holder shall advise the Company gives notice is for a registered public offering involving an underwritingand all other Holders whose securities are included in the Mandatory Shelf Registration Statement (if applicable), the Company shall so advise the Stockholders as a part of the written notice given pursuant managing underwriters for such proposed Underwritten Offering (which may be FBR or an Affiliate thereof); such managing underwriters to Section 1.2(a)(i)be subject to the approval of the Company, not to be unreasonably withheld. In such event, the right of any Stockholder to registration pursuant to this Section 1.2 Company shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 6, and shall take all such other reasonable actions as are requested by the managing underwriter in order to expedite or facilitate the registration and disposition of the underwriter or underwriters selected by Registrable Shares included in such Underwritten Offering; provided, however, that the Company with customary limitations shall be required to cause appropriate officers of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are Company or its Affiliates to be distributed participate in a "road show" or similar marketing effort being conducted by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements underwriter with respect to secondary distributions, when relevantsuch Underwritten Offering only if the Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $10 million. The Company All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall not require, nor request or require enter into an underwriting agreement in customary form with the applicable managing underwriters to require any Holder in any selected for such underwriting agreement or related and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, with respect to an Underwritten Offering in connection with the Mandatory Shelf Registration Statement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, then the managing underwriters may exclude shares (subject to including Registrable Shares) from the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registrationUnderwritten Offering, and the number of any shares of securities that are entitled to be included in the registration and underwriting Underwritten Offering shall be allocated, as follows: (i) first, allocated to each of the Company for securities being sold for its own account, (ii) second, to the Stockholders Holders requesting to include inclusion of their Registrable Securities Shares in such registration statement Underwritten Offering on a pro rata basis based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the total number of shares of such Registrable Securities Shares requested to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveincluded.

Underwriting. If (i) The right of any such Holder’s Registrable Shares to be included in the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements, lock-up agreements and other documents reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such StockholderHolder, its holdings and such Holder’s title to Registrable Securities intended method of distribution, and the disclosure in the applicable prospectus related thereto and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b)law, the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter regulation or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth belowCompany, and second, to (i) exclude all each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement and (ii) each holder of shares of Common Stock eligible for registration pursuant to the Registration Agreement (on a pro rata basis based on the total number of shares of Common Stock then held by each such holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, to directors, other employees of the Company for securities being sold for its own account, and consultants; and (ii) second, other holders of the Company’s capital stock with registration rights that are subordinate (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, but in no event shares held by parties to the Registration Agreement as of the date hereof, are first entirely excluded from the underwriting and registration. (ii) Regardless of whether a Holder elects to include Registrable Securities Shares in the IPO Registration Statement, the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A, during such underwriting based on periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and sixty (60) days following the pro rata percentage effective date of securities held the IPO Registration Statement) by such the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other holders, assuming conversion. registration. (iii) If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company or and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the Registration Statement covering the Underwritten Offering, provided that the Holder may agree to waive this right to withdraw with the Company, the underwriters or any custodial agent in any custody agreement and/or power of attorney executed by such Holder in connection with the underwriting. The Any Registrable Securities Shares excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise all Holders who have elected to include Registrable Shares in the Stockholders as a part IPO Registration Statement of the written notice given identity of the managing underwriter(s) for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder to include its Registrable Shares in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting Underwritten Offering and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting Underwritten Offering to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters managing underwriter(s) selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any for such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders complete and such execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any of such underwriting agreement or related documents otherwise reasonably requested by the Company, and furnish in writing to the Company such information as the Company may reasonably request for inclusion in the IPO Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties to or agreements (including indemnities) with the Company or the underwriters as are customary and reasonably requested by the underwriters with the understanding that any such representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities shall be several, not joint and several, and no indemnification provision shall require any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition Holder to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties liable for an amount in excess of the Company, and cause all proceeds received by such Holder from the sale of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any its Registrable Shares through such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company)Underwritten Offering. Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, the underwriters managing underwriter(s) may (subject exclude Registrable Shares from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude Company, second, to Holders, as defined in the Registration Rights Agreement dated November 5, 2007 among the Company, the Manager and KBW relating to 8,203,397 shares of Common Stock issued by the Company pursuant to a prior private placement (the “Prior Registration Rights Agreement”), and third, to each of the Holders requesting inclusion of its Registrable Shares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares requested for inclusion by all Registrable Securities fromHolders); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the reduced unless all other holders of securities of the Company held by (i) officers, directors, other employees of the Company and consultants, the Manager and its affiliates; and (ii) other holders of the Company’s capital stock with registration rights that are inferior or subordinate (with respect to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree reduction) to the terms registration rights of any such underwritingthe Holders set forth herein, such person shall also be are first entirely excluded therefrom from the Underwritten Offering and IPO Registration Statement. Any Holder may elect to withdraw its Registrable Shares from an Underwritten Offering and IPO Registration Statement by written notice from to the Company or and the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from managing underwriter(s), delivered at least ten (10) Business Days prior to the registration anticipated effective date of the IPO Registration Statement and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b)event, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with withdraw such shares to be allocated among from the persons requesting additional inclusionIPO Registration Statement if, in the manner set forth aboveopinion of counsel for the Company, such withdrawal would not necessitate a re-circulation of the Prospectus to investors (in which case, such Holder may not elect to withdraw).

Underwriting. If any Holder proposes to conduct an Underwritten Offering under the registration of which Mandatory Shelf Registration Statement, such Holder shall give notice to the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part and all other Holders of the written notice given pursuant managing underwriter(s) for such proposed Underwritten Offering, such managing underwriter(s) to Section 1.2(a)(ibe subject to the approval of the Company, such approval not to be unreasonably withheld; provided, however, that the Holders shall not be entitled to effect an Underwritten Offering if the Holders do not propose to offer a minimum of $50 million of Registrable Shares, in the aggregate (determined by multiplying the number of Registrable Shares to be so offered by the participating Holders by the average of the closing price on the NASDAQ Global Select Market for the common stock for the ten trading days preceding the date of such notice), in such Underwritten Offering. In such event, the right of any Stockholder to registration pursuant to this Section 1.2 Company shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s), which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 6, and shall take all such other reasonable actions as are requested by the managing underwriter(s) in order to expedite or facilitate the registration and disposition of the underwriter or underwriters Registrable Shares included in such Underwritten Offering. All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall enter into an underwriting agreement in customary form with the managing underwriter(s) selected by for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information in writing as the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained Company may reasonably request for inclusion in underwriting agreements with respect to secondary distributionsthe Mandatory Shelf Registration Statement; provided, when relevant. The Company however, that a Holder shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents underwriters in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company)similar transactions. Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine in writing good faith that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities Shares to be included in such registration was previously reduced as a result of marketing factors pursuant Underwritten Offering, then the managing underwriter(s) may exclude Registrable Shares requested to Section 1.2(b)be included in such Underwritten Offering, the Company shall then offer to all persons who have retained the right to include securities and any Registrable Shares included in the registration Underwritten Offering shall be allocated to each of the right to include additional securities Holders requesting inclusion of their Registrable Shares in such Underwritten Offering on a pro rata basis based on the registration in an aggregate amount equal to the total number of shares so withdrawn, with Registrable Shares then held by each such shares to be allocated among the persons Holder which is requesting additional inclusion, in the manner set forth above.

Underwriting. If the registration of which any Holder proposes to conduct an Underwritten Offering under a Shelf Registration Statement, such Holder shall advise the Company gives notice is for a registered public offering involving an underwriting, and all other Holders whose securities are included in the Company shall so advise the Stockholders as a part applicable Registration Statement (if applicable) of the written notice given pursuant managing underwriters for such proposed Public Offering; such managing underwriters to Section 1.2(a)(i)be subject to the approval of the Company, not to be unreasonably withheld. In such event, the right of any Stockholder to registration pursuant to this Section 1.2 Company shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of managing underwriters, which shall include, among other provisions, indemnities to the underwriter or underwriters selected effect and to the extent provided in Section 7, and shall take all such other reasonable actions as are requested by the Company with customary limitations managing underwriter in order to expedite or facilitate the registration and disposition of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are included in such Public Offering; provided, however, that the Company shall be required to be distributed cause appropriate officers of the Company or its Affiliates to participate in a “road show” or similar marketing effort being conducted by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements underwriter with respect to secondary distributions, when relevantsuch Public Offering only if the Holders reasonably anticipate gross proceeds from such Public Offering of at least US$50 million. The Company All Holders proposing to distribute their Registrable Securities through such Public Offering shall not require, nor request or require enter into an underwriting agreement in customary form with the applicable managing underwriters to require any Holder in any selected for such underwriting agreement or related documents and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, with respect to a Public Offering in connection with a Registration Statement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities Ordinary Shares to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b)Public Offering, then the Company shall then offer to all persons who have retained managing underwriters may exclude Registrable Securities from the right to include securities Public Offering, and any Registrable Securities included in the registration Underwritten Offering shall be allocated to each of the right to include additional securities Holders requesting inclusion of their Registrable Securities in such Public Offering on a pro rata basis based on the registration in an aggregate amount equal to the total number of shares so withdrawn, with such shares Registrable Securities requested to be allocated among the persons requesting additional inclusion, in the manner set forth aboveincluded.

Underwriting. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingunder Section 3, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) will enter into and perform its obligations under an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are for such offering, such agreement to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevantincluding, without limitation, customary provisions relating to indemnities and contribution and the provision of opinions of counsel and accountants' comfort letters. The Company If Registrable Securities are to be distributed by such underwriters on behalf of any Holder, such Holder shall not require, nor request or require the applicable underwriters also be a party to require any Holder in any such underwriting agreement. (b) If any registration pursuant to Section 5 shall involve an underwritten offering, the Company may require Registrable Securities requested to be registered pursuant to Section 5 to be included in such underwriting on the same terms and conditions as shall be applicable to the securities being sold through underwriters under such registration. In such case, each Holder requesting registration shall be a party to any such underwriting agreement. Such agreement or related documents shall contain such representations and warranties by the Holders requesting registration and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, provisions relating to indemnities and contribution (it being understood that each Holder shall not be required to make any representation concerning the Company or its business or to indemnify or contribute for any liabilities, losses or expenses related to any omission or misstatements in any registration statement or prospectus except to the extent based upon information provided in writing by the Holder expressly for use therein). (c) In any offering of Registrable Securities pursuant to a registration hereunder, each Holder requesting registration shall also enter into such additional or other agreements as may be customary in such transactions, which agreements may contain, among other provisions, such representations or and warranties to or agreements with as the Company or the underwriters other than customary representationsof such offering may reasonably request (including, warranties or agreements regarding without limitation, those concerning such Stockholder’s title to Holder, its Registrable Securities Securities, such Holder's intended plan of distribution and any written other information provided supplied by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, it to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities use in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholdersstatement), assuming conversion and customary provisions relating to indemnities and contribution (iii) third, it being understood that each Holder shall not be required to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of make any such underwriting, such person shall also be excluded therefrom by written notice from representation concerning the Company or the underwriter. The Registrable Securities its business or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the to indemnify or contribute for any liabilities, losses or expenses related to any omission or misstatements in any registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal statement or prospectus except to the number of shares so withdrawn, with such shares to be allocated among extent based upon information provided in writing by the persons requesting additional inclusion, in the manner set forth aboveHolder expressly for use therein).

Underwriting. If The Lender shall evaluate the registration of which proposed Additional Mortgaged Property, and shall make underwriting determinations as to the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting Aggregate Debt Service Coverage Ratios and the inclusion of such Stockholder’s Registrable Securities in Aggregate Loan to Value Ratio for the underwriting Trailing 12 Month Period applicable to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with Collateral Pool, on the Company and other holders basis of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements Valuations made with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statementproposed Additional Mortgaged Property, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties otherwise in accordance with ▇▇▇▇▇▇ Mae's DUS Underwriting Requirements. Within 30 days after receipt of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company Collateral Addition Request for securities being sold for its own account, the Additional Mortgaged Property and (ii) secondall reports, certificates and documents set forth on EXHIBIT AA to this Agreement, the Lender shall notify the Borrower whether or not it shall consent to the Stockholders requesting to include Registrable Securities in such registration statement based on addition of the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, proposed Additional Mortgaged Property to the other holders of securities Collateral Pool and, if it shall so consent, shall set forth the Aggregate Debt Service Coverage Ratios and the Aggregate Loan to Value Ratio for the Trailing 12 Month Period which it estimates shall result from the addition of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree proposed Additional Mortgaged Property to the terms Collateral Pool and the amount of any such underwriting, such person shall also be excluded therefrom by written notice from increase in the Company or amount of Advances Outstanding which the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced Borrower can borrow as a result of marketing factors pursuant the addition of the Additional Mortgaged Property to Section 1.2(b)the Collateral Pool (assuming, for these purposes, that the Borrower elected to increase the Maximum Credit Commitment, if necessary, so that it could borrow the maximum amount supported by the Collateral Pool, whether or not Borrower has in fact so increased, or requested an increase of, the Company shall then offer Maximum Credit Commitment). If the Lender declines to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal consent to the number addition of shares so withdrawnthe proposed Additional Mortgaged Property to the Collateral Pool, with such shares the Lender shall include, in its notice, a brief statement of the reasons for doing so. Within five Business Days after receipt of the Lender's notice that it shall consent to the addition of the proposed Additional Mortgaged Property to the Collateral Pool, the Borrower shall notify the Lender whether or not it elects to cause the proposed Additional Mortgaged Property to be allocated among added to the persons requesting additional inclusionCollateral Pool. If the Borrower fails to respond within the period of five Business Days, in it shall be conclusively deemed to have elected not to cause the manner set forth aboveproposed Additional Mortgaged Property to be added to the Collateral Pool.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to Lender shall evaluate the Company for securities being sold for its own account, proposed Substitute Mortgaged Property in accordance with the Underwriting Requirements. (ii) second, to A Substitution may be effected provided that: (A) Lender determines that the Stockholders requesting to include Registrable Securities in Substitute Mortgaged Property is of similar or better quality taking into account such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities factors as age of the Company with registration rights to participate therein distributing their securities through asset, property condition and vacancy rate and located in a similar or better market, taking into account such underwriting based on factors as demographics, income levels, market occupancy rates and level of unemployment as the pro rata percentage of securities held by such other holdersreleased Seniors Housing Facility, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and (B) if the number Substitution occurs during the first or seventh Loan Year of shares of Registrable Securities the Loan which was made to finance such Release Mortgaged Property, following such Substitution the Collateral Pool satisfies the Coverage and LTV Tests and neither the Aggregate Debt Service Coverage Ratio will be included in such registration was previously reduced nor the Aggregate Loan to Value Ratio will be increased as a result of marketing factors pursuant such Substitution or, if the Substitution occurs in the second through sixth Loan Year of the Loan which was made to Section 1.2(b)finance such Release Mortgaged Property, immediately after giving effect to the Substitution, the Company Coverage and LTV Test will be satisfied, and (C) the Underwriting Requirements, including any level of care mix requirements, are satisfied. Notwithstanding the foregoing, if any of the foregoing tests set forth above in this subsection 3.06(b)(ii) are not satisfied after the Substitution of a proposed Substitute Mortgaged Property, such Substitution may be permitted by Lender only if the Substitution improves the Collateral Pool based on factors that are consistent with Lender’s Underwriting Requirements and result in improvement in one or more of the following areas: the then current Valuation of the Mortgaged Properties, the then current Aggregate Debt Service Coverage Ratio or the then current Aggregate Loan to Value Ratio. (iii) Within thirty (30) Business Days after receipt of (A) the Substitution Request and (B) all reports, certificates and documents required by the Underwriting Requirements and this Agreement, including a zoning analysis required by Lender in connection with similar loans anticipated to be sold to F▇▇▇▇▇ Mae, Lender shall then offer to all persons who have retained notify the right to include securities applicable Borrower whether the Substitute Mortgaged Property meets the requirements of this Section 3.06(b) and the Underwriting Requirements and the other requirements for the Substitution of a Mortgaged Property as set forth in the registration the right to include additional securities this Agreement. Within five (5) Business Days after receipt of Lender’s written notice in the registration in an aggregate amount equal response to the number Substitution Request, Borrower shall notify Lender whether it elects to proceed with the Substitution. If Borrower fails to respond within the period of shares so withdrawnfive (5) Business Days, it shall be conclusively deemed to have elected not to proceed with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveSubstitution.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such (a) The parties acknowledge that Lender has not completed its underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevantthe Mortgaged Properties. The Company Lender shall not require, nor request or require continue to perform its underwriting of the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters Mortgaged Properties (other than customary representationsthe Fort ▇▇▇▇▇▇▇ Property) after the date of this Agreement and Borrowers shall cooperate with Lender in performing such underwriting. Provided Borrowers cooperate with Lender, warranties Lender shall complete its underwriting on or agreements regarding such Stockholder’s title to Registrable Securities before December 20, 1998. Borrowers shall pay for all fees and any written information provided expenses charged or incurred by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter Lender or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents ▇▇▇▇▇▇ Mae in connection with such registration statement as underwriting. Notwithstanding the foregoing, Borrowers' liability for all third party underwriting charges (other than ▇▇▇▇▇▇ Mae's legal costs) shall not exceed $25,000 (including environmental, engineering, appraisal and other due diligence costs, and Lender's legal costs). If Lender determines, in its discretion, that any Mortgaged Properties do not meet all of ▇▇▇▇▇▇ Mae's then applicable underwriting criteria under the DUS Guide for new loans secured by Multifamily Residential Properties, then such Mortgaged Properties, at either Borrower's or Lender's request, shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in released from the lien of its Mortgage, without payment of a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registrationRelease Fee, and shall not be taken into account in determining the number Aggregate Debt Service Coverage Ratio and Aggregate Loan to Value Ratio. (b) Borrowers shall comply with all repair, replacement, operations and maintenance or similar requirements required by Lender after the completion of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) firstits underwriting, to the Company for securities being sold for extent they are obligated to do so under the Completion/Repair, Replacement Reserve and other Loan Documents executed in connection with this Agreement. The foregoing shall not modify, expand or reduce any of the obligations set forth in the Loan Documents. Without limiting the foregoing, if required by Lender after completion of its own accountunderwriting of the Mortgaged Properties identified as Crystal Place and Crystal Square on Exhibit B, (ii) secondthen, to the Stockholders requesting to include Registrable Securities in such registration statement based commencing on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities first anniversary of the Company with registration rights to participate therein distributing their securities through such underwriting based date of --------- the Notes and on each anniversary date thereafter during the pro rata percentage term of securities held by such other holdersthe Mortgage Loans, assuming conversion. If a person who has requested inclusion SPH TWO will cause the parking garage structures in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities following Mortgaged Properties to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b)tested, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusionat SPH TWO's sole cost and expense, in accordance with the manner set forth abovestandards attached hereto as Exhibit E: --------- Crystal Place Crystal Square The results of these tests, together with SPH TWO's written assessment of the corrective action, if any, that should be taken, shall be delivered to Lender within 30 days after SPH TWO receives the test results.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part Holders of the written notice given pursuant to Section 1.2(a)(i)managing underwriters for any Underwritten Offering proposed under the Piggyback Registration Statement. In such event, the The right of any Stockholder such Holder’s Registrable Shares to registration be included in any Piggyback Registration Statement pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting Underwritten Offering and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting Underwritten Offering to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or managing underwriters selected by for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information in writing as the Registrable Securities are to be distributed by such underwriters Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the managing underwriters may exclude shares (subject to including Registrable Shares) from the limitations set forth below) exclude all Registrable Securities from, or limit Piggyback Registration Statement and the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registrationUnderwritten Offering, and the number of shares of securities that are entitled to be any Shares included in the registration Piggyback Registration Statement and underwriting the Underwritten Offering shall be allocated, as follows: (i) first, to the Company for securities being sold for its own accountCompany, (ii) and second, to each of the Stockholders Holders and the Prior Holder(s) requesting to include inclusion of their Registrable Securities Shares (or equivalent term under the applicable agreement with such Prior Holder) in such registration statement Piggyback Registration Statement on a pro rata basis based on the pro rata percentage total number of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, shares requested to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionbe included. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwritingUnderwritten Offering, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company or and the underwriter, delivered at least 10 Business Days prior to the effective date of the Piggyback Registration Statement. The Any Registrable Securities Shares excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so Underwritten Offering shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth abovePiggyback Registration Statement.

Underwriting. If the any registration of which the Company gives notice is for a registered public offering involving pursuant to this Agreement involves an underwriting, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 1.2(a)(i)Holder. In such event, the right of any Stockholder the Holder to registration pursuant to this Section 1.2 shall be conditioned upon such StockholderHolder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing If the Holder proposes to distribute their securities its Registrable Securities through such underwriting an underwriting, it shall (together with the Company and any other holders of securities of the Company with registration rights to participate therein distributing their securities shares of Common Stock through such underwriting) underwriting enter into an underwriting agreement in customary form with the representative of the managing underwriter or underwriters selected for such underwriting by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.22 (Registration Rights), but subject to the Co-Sale rights of the Holder under the Purchase Agreement of even date herewith between the parties, if the underwriters advise the Company in writing managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the underwriters managing underwriter may (subject to limit the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities and other securities to be included in, the registration and underwritingin such registration. The Company shall so advise all holders of distributing their securities requesting registration, through such underwriting and the number of shares of Registrable Securities and other securities that are entitled to may be included in the registration and underwriting shall be allocatedallocated (subject to pre-existing obligations of the Company and provided that, as follows: notwithstanding anything herein to the contrary, the rights and obligations in this sentence shall not be assignable) (i) first, to the Company for securities being sold for its own account, (ii) second, Holder to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage maximum amount of Registrable Securities held by such Stockholdersthe Holder at the time of filing of the registration statement, assuming conversion and (iiiii) third, to thereafter among the other holders of securities shares of the Company with registration rights to participate therein distributing their securities through such underwriting based on the Common Stock pro rata percentage of securities held by such other holders, assuming conversionin the same fashion. If a person who has requested inclusion in such registration as provided above does not agree to the Holder disapproves of the terms of any such underwriting, such person shall also be excluded it may elect to withdraw therefrom by written notice from to the Company or and the managing underwriter. The Registrable Securities Any securities excluded or other securities so excluded withdrawn from such underwriting shall also be withdrawn from such registration. If shares are so withdrawn from , and shall not be transferred in a public distribution prior to 90 days after the effective date of the registration and if statement relating thereto, or such other shorter period of time as the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveunderwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given managing underwriter(s) for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder's Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) hereof shall be conditioned upon such Stockholder’s Holder's participation in such underwriting and the inclusion of such Stockholder’s Holder's Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities Holder and such Holder's intended method of distribution and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities from, or limit Shares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Securities Shares then held by each such Holder who is requesting inclusion); provided, however, that after one hundred eighty (180) days following the effective date of the Shelf Registration Statement, any shares included in such IPO Registration Statement and Underwritten Offering Shall be allocated first, to be included inthe Company, and second, to each of the registration Holders requesting inclusion of their Registrable Shares in such IPO Registration Statement pursuant to this Agreement and underwriting. The Company shall so advise all the holders of securities shares of Common Stock requesting registration, inclusion of their shares in such IPO Registration Rights Agreement pursuant to the Existing Registration Rights Agreement (on a pro rata basis based on the aggregate of (i) the total number of Registrable Shares then held by each such Holder who is requesting inclusion under this Agreement and (ii) the total number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities Common Stock then held by each such Stockholders, assuming conversion and (iii) third, to holder who is requesting inclusion under the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionExisting Registration Rights Agreement). If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company or and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement, provided that the Holder may agree to waive this right to withdraw with the Company, the underwriters or any custodial agent in any custody agreement and/or power of attorney executed by such Holder in connection with the underwriting. The Any Registrable Securities Shares excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If The Lender shall evaluate the registration of which proposed Additional Mortgaged Property, and shall make underwriting determinations as to the Company gives notice is Aggregate Debt Service Coverage Ratios for a registered public offering involving an underwritingthe Trailing 12 Month Period and the Aggregate Loan to Value Ratio for the Trailing 12 Month Period applicable to the Collateral Pool, on the Company shall so advise the Stockholders as a part basis of the written notice given pursuant to Section 1.2(a)(i). In such event, lesser of (i) the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities acquisition price of the Company with registration rights to participate therein distributing their securities through such underwritingproposed Additional Mortgaged Property or (ii) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements a Valuation made with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statementproposed Additional Mortgaged Property, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties otherwise in accordance with Fann▇▇ ▇▇▇'s DUS Underwriting Requirements. Within 30 days after receipt of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company Collateral Addition Request for securities being sold for its own account, the Additional Mortgaged Property and (ii) secondall reports, certificates and documents set forth on Exhibit S to this Agreement, including a zoning analysis undertaken in accordance with Section 206 of the DUS Guide, the Lender shall notify the Borrower whether or not it shall consent to the Stockholders requesting to include Registrable Securities in such registration statement based on addition of the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, proposed Additional Mortgaged Property to the other holders of securities Collateral Pool and, if it shall so consent, shall set forth the Aggregate Debt Service Coverage Ratios for the Trailing 12 Month Period and the Aggregate Loan to Value Ratio for the Trailing 12 Month Period which it estimates shall result from the addition of the Company with registration rights proposed Additional Mortgaged Property to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionCollateral Pool. If a person who has requested inclusion in such registration as provided above does not agree the Lender declines to consent to the terms addition of any such underwritingthe proposed Additional Mortgaged Property to the Collateral Pool, such person the Lender shall also include, in its notice, a brief statement of the reasons for doing so. Within five Business Days after receipt of the Lender's notice that it shall consent to the addition of the proposed Additional Mortgaged Property to the Collateral Pool, the Borrower shall notify the Lender whether or not it elects to cause the proposed Additional Mortgaged Property to be excluded therefrom by written notice from added to the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registrationCollateral Pool. If shares are so withdrawn from the registration and if Borrower fails to respond within the number period of shares of Registrable Securities five Business Days, it shall be conclusively deemed to have elected not to cause the proposed Additional Mortgaged Property to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal added to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveCollateral Pool.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given lead managing underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such StockholderHolder and such Holder’s title to Registrable Securities intended method of distribution and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and the related Underwritten Offering, and any shares included in the IPO Registration Statement and the related Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in the IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, to directors, other employees and consultants of the Company for securities being sold for its own account, and (ii) second, other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Securities Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A under the Securities Act, during such underwriting based on periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the pro rata percentage effective date of securities held the IPO Registration Statement) by such the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other holders, assuming conversionregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company and the managing underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If the registration of any Demand Registration or Piggyback Registration ------------ for which the Company gives written notice is for a registered public offering involving under SECTION 2a., 2d. or 2g. involves an underwriting, the Company shall so advise the Stockholders Holders as a part of the such written notice given pursuant to Section 1.2(a)(i)notice. In such eventcase, the right of any Stockholder each Holder to registration pursuant to this Section 1.2 participate in an underwritten Registration shall be conditioned upon such Stockholder’s Holder's participation in such underwriting and the inclusion of such Stockholder’s Holder's Registrable Securities requested to be included in the underwriting to the extent provided herein. All Stockholders holders proposing to distribute their securities through such underwriting shall (together with the Company and other holders holders, if any, of securities of the Company with registration rights to participate therein distributing their securities through such underwritingparticipating therein) shall enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters underwriter(s) selected by as provided in SECTION 2a. hereof. Prior to the Company with customary limitations declaration of liability and indemnity provisions. The selling Stockholders on whose behalf the effectiveness of the registration covering the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents registered in connection with such registration statement as underwriting, each holder participating therein shall be take all steps necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, Warrants if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that Warrant Shares are entitled to be included in the registration Registration, and underwriting shall be allocated, as follows: (i) first, to exercise the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares if Conversion Shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in the Registration. If any Holder has not taken all steps necessary to exercise the Warrants into Warrant Shares (or to convert into Conversion Shares) prior to the declaration of effectiveness of the registration statement covering such securities, such securities of such Holder shall be deemed to have been withdrawn from registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), and such Holder shall reimburse the Company shall then offer to all persons who have retained the right to include securities for any Registration Expenses incurred in the registration of such Registrable Securities being withdrawn. After a registration statement covering the right securities to be sold in connection with such underwritten Registration has been declared effective by the Commission, such securities shall be sold in accordance with the method of distribution described therein. If a Holder exercises Warrants in order to include additional securities Warrant Shares in a Registration, and such Registration does not become effective, such Holder may require the registration Company to nullify the exercise of the Warrant, in an aggregate amount equal which case the Company would return to the number Holder the exercise price which was paid by the Holder upon exercise of shares so withdrawn, with such shares the Warrant and the Warrant in exchange for the Holder's return of the Warrant Shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveCompany.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise all Holders who have elected to include Registrable Shares in the Stockholders as a part IPO Registration Statement of the written notice given identity of the managing underwriter(s) for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder to include its Registrable Shares in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting Underwritten Offering and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting Underwritten Offering to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters managing underwriter(s) selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any for such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders complete and such execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any of such underwriting agreement or related documents otherwise reasonably requested by the Company, and furnish in writing to the Company such information as the Company may reasonably request for inclusion in the IPO Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties to or agreements (including indemnities) with the Company or the underwriters as are customary and reasonably requested by the underwriters with the understanding that any such representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities shall be several, not joint and several, and no indemnification provision shall require any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition Holder to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties liable for an amount in excess of the Company, and cause all proceeds received by such Holder from the sale of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any its Registrable Shares through such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company)Underwritten Offering. Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, the underwriters managing underwriter(s) may (subject exclude Registrable Shares from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude Company, and second, to each of the Holders requesting inclusion of its Registrable Shares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares requested for inclusion by all Registrable Securities fromHolders); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the reduced unless all other holders of securities of the Company held by (i) officers, directors, other employees of the Company and consultants, the Manager and its affiliates; and (ii) other holders of the Company’s capital stock with registration rights that are inferior or subordinate (with respect to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree reduction) to the terms registration rights of any such underwritingthe Holders set forth herein, such person shall also be are first entirely excluded therefrom from the Underwritten Offering and IPO Registration Statement. Any Holder may elect to withdraw its Registrable Shares from an Underwritten Offering and IPO Registration Statement by written notice from to the Company or and the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from managing underwriter(s), delivered at least ten (10) Business Days prior to the registration anticipated effective date of the IPO Registration Statement and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b)event, the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with withdraw such shares to be allocated among from the persons requesting additional inclusionIPO Registration Statement if, in the manner set forth aboveopinion of counsel for the Company, such withdrawal would not necessitate a re-circulation of the Prospectus to investors (in which case, such Holder may not elect to withdraw).

Underwriting. If In the registration of which the Company gives notice is for event that any Holder proposes to conduct an Underwritten Offering under a registered public offering involving an underwritingMandatory Shelf Registration Statement, the Company such Holder shall so advise the Stockholders as a part Company, all other Holders and RWE of the written notice given pursuant to Section 1.2(a)(i). In managing underwriters for such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided hereinproposed Underwritten Offering. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders Underwritten Offering and, if RWE elects to distribute its shares of securities of the Company with registration rights to participate therein distributing their securities Common Stock through such underwriting) Underwritten Offering, RWE, shall enter into an underwriting agreement in customary form with the representative of the underwriter or managing underwriters selected by for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information in writing as the Registrable Securities are to be distributed by such underwriters Company may reasonably request for inclusion in the Registration Statement; provided, however, that neither any Holder nor RWE shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, then the managing underwriters may exclude shares (subject including Registrable Shares) from the Underwritten Offering and any shares of Common Stock included in the Underwritten Offering shall be allocated first to each of the limitations set forth below) exclude all Holders requesting inclusion of their Registrable Securities from, or limit Shares in such Underwritten Offering on a pro rata basis based on the total number of Registrable Securities to be included inShares then held by each such Holder which is requesting inclusion and second, the registration and underwriting. The Company shall so advise all holders if RWE is requesting inclusion of securities requesting registration, and the number of its shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) firstsuch Underwritten Offering, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveRWE.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part notify all Holders of the written notice given managing underwriter(s) for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(a) shall be conditioned upon such StockholderHolder’s participation in such underwriting Underwritten Offering and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting Underwritten Offering to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such StockholderHolder and such Holder’s title to Registrable Securities intended method of distribution and any written information provided other representation, warranty or agreement required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstexecutive officers, to directors, partners, members and other Affiliates of the Company for securities being sold for its own account, and the Manager; and (ii) second, other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, are first entirely excluded from the Underwritten Offering and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Securities Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement (other than the Registrable Shares sold in the Underwritten Offering pursuant to participate therein distributing their the IPO Registration Statement) or any securities through convertible into or exchangeable or exercisable for such underwriting based on securities, including a sale pursuant to Rule 144 or Rule 144A under the pro rata percentage Securities Act, during such periods as reasonably requested (but in no event for a period of sixty (60) days following the effective date of the IPO Registration Statement for all Holders that hold Common Shares or securities held convertible into or exchangeable or exercisable for Common Shares other than the executive officers, directors, partners, members and other Affiliates of the Company and the Manager and (y) one hundred eighty (180) days following the effective date of the IPO Registration Statement for all executive officers, directors, partners, members and other Affiliates of the Company and the Manager that hold Common Shares or securities convertible into or exercisable for Common Shares) by such the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other holders, assuming conversionregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwritingUnderwritten Offering, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company and the managing underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so Underwritten Offering shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveIPO Registration Statement.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given lead managing underwriter(s) for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder’s Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such StockholderHolder’s participation in such underwriting and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are Company may reasonably request in writing for inclusion in the Registration Statement relating to be distributed by such underwriters Underwritten Offering; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements (1) regarding such StockholderHolder and such Holder’s title to Registrable Securities and any written information provided intended method of distribution, (2) required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information (3) reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in the initial public offering, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement and to Stonegate Holdings to the extent it has requested inclusion of any of its shares of Common Stock in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder requesting inclusion and the total number of shares of Common Stock then held by Stonegate Holdings requested for inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, directors (with respect to the direct holdings of such director and not with respect to beneficial ownership as a result of ownership by an employer or affiliate), other employees of the Company for securities being sold for its own account, and consultants and (ii) second, any other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein (it being understood that the rights of Stonegate Holdings with respect to any such reduction shall be pari passu with, and not inferior to, the rights of the holders of Registrable Shares hereunder), are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares and Stonegate Holdings shall be permitted to include Registrable Securities Shares (including any shares of Common Stock included at the request of Stonegate Holdings) comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A under the Securities Act, during such underwriting based on periods as reasonably requested (but in no event for a period longer than 30 days prior to and 180 days following the pro rata percentage effective date of securities held the IPO Registration Statement) by such the lead managing underwriter(s), if an Underwritten Offering, or by the Company in any other holders, assuming conversionregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company and the managing underwriter(s), delivered prior to the earlier to occur of (1) three Business Days prior to the commencement of the road show for such underwritten offering and (2) 10 Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder's Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such Stockholder’s Holder's participation in such underwriting and the inclusion of such Stockholder’s Holder's Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however,that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities Holder and such Holder's intended method of distribution and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, to directors, other employees of the Company for securities being sold for its own account, and consultants; and (ii) second, other holders of the Company's capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Securities Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities., including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A under the Securities Act, during such underwriting based on periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the pro rata percentage effective date of securities held the IPO Registration Statement) by such other holdersthe representatives of the underwriters, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwritingif an Underwritten Offering, such person shall also be excluded therefrom or by written notice from the Company or the underwriter. The Registrable Securities or in any other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given lead managing underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder to include Registrable Shares in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) hereof shall be conditioned upon such StockholderHolder’s participation in such underwriting Underwritten Offering and the inclusion of such StockholderHolder’s Registrable Securities Shares in the underwriting such Underwritten Offering to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting Underwritten Offering shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwritten offering and complete, execute and deliver any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the underwriter or underwriters selected by terms of such Underwritten Offering, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information in writing as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such StockholderHolder and such Holder’s title to Registrable Securities intended method of distribution and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter Law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in an IPO Registration Statement and Underwritten Offering, then the underwriters managing underwriter(s) may exclude shares (subject to including Registrable Shares) from the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration IPO Registration Statement and underwriting. The Company shall so advise all holders of securities requesting registrationUnderwritten Offering, and the number of any shares of securities that are entitled to be included in the registration such IPO Registration Statement and underwriting Underwritten Offering shall be allocated, as follows: (i) allocated first, to the Company for securities being sold for its own accountCompany, (ii) and second, to each of the Stockholders Holders requesting to include inclusion of their Registrable Securities Shares in such registration statement IPO Registration Statement (on a pro rata basis based on the pro rata percentage total number of Registrable Securities Shares then held by each such StockholdersHolder who is requesting inclusion). By electing to include the Registrable Shares in the IPO Registration Statement, assuming conversion and (iii) third, the Holder of such Registrable Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 under the Securities Act, during such underwriting based on periods as reasonably requested (but in no event for a period longer than 30 days prior to and 180 days following the pro rata percentage effective date of securities held the IPO Registration Statement) by such the representatives of the underwriters, in an Underwritten Offering, or by the Company in any other holders, assuming conversionregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company and the managing underwriter(s), delivered by the later of (i) two Business Days after the price range in the Initial Offering is communicated by the Company to such Holder, and (ii) ten Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If the registration of which any Holder proposes to conduct an Underwritten Offering under a Mandatory Shelf Registration Statement, such Holder shall advise the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part and all other Holders of the written notice given pursuant managing underwriters for such proposed Underwritten Offering, such managing underwriters to Section 1.2(a)(i)be subject to the approval of the Company, not to be unreasonably withheld. In such event, the right of any Stockholder to registration pursuant to this Section 1.2 Company shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 6, and shall take all such other reasonable actions as are requested by the managing underwriter to expedite or facilitate the registration and disposition of the underwriter or underwriters selected by Registrable Shares included in such Underwritten Offering; provided, however, that the Company with customary limitations shall be required to cause appropriate officers of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are Company or its Affiliates to be distributed participate in a “road show” or similar marketing effort being conducted by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements underwriter with respect to secondary distributions, when relevantsuch Underwritten Offering only if the Holders reasonably anticipate gross proceeds from such Underwritten Offering of at least $20 million. The Company All Holders proposing to distribute their Registrable Shares through such Underwritten Offering shall not require, nor request or require enter into an underwriting agreement in customary form with the applicable managing underwriters to require any Holder in any selected for such underwriting agreement or related and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the terms of such underwriting, and furnish to the Company such information in writing as the Company may reasonably request for inclusion in the Registration Statement; provided, however, that no Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities as are customary and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the managing underwriters advise the Company determine in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded in such Underwritten Offering, then the managing underwriters may exclude shares (subject including Registrable Shares) from the Underwritten Offering, and any shares included in the Underwritten Offering shall be allocated to each of the limitations set forth below) exclude all Holders requesting inclusion of their Registrable Securities from, or limit Shares in such Underwritten Offering on a pro rata basis based on the total number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities Shares then held by each such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons Holder which is requesting additional inclusion, in the manner set forth above.

Underwriting. If ▇▇▇▇▇▇ ▇▇▇ shall evaluate the registration proposed Additional Mortgaged Property, and shall make underwriting determinations as to the Aggregate Debt Service Coverage Ratios for the Trailing 12 Month Period and the Aggregate Loan to Value Ratio applicable to the Collateral Pool, on the basis of which the Company gives notice is for a registered public offering involving an underwritinglesser of (i) if purchased by the relevant Borrower within 12 months of the related Collateral Addition Request, the Company shall so advise the Stockholders as a part acquisition price of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall proposed Additional Mortgaged Property or (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwritingii) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements a Valuation made with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statementproposed Additional Mortgaged Property, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties otherwise in accordance with ▇▇▇▇▇▇ Mae’s DUS Underwriting Requirements. Within 30 days after receipt of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) firstthe Collateral Addition Request for the Additional Mortgaged Property and (ii) all reports, certificates and documents set forth on Exhibit I to this Agreement, including a zoning analysis undertaken in accordance with Section 206, Part III of the DUS Guide, ▇▇▇▇▇▇ ▇▇▇ shall notify the Borrower whether or not it shall consent to the Company addition of the proposed Additional Mortgaged Property to the Collateral Pool and, if it shall so consent, shall set forth (i) the Aggregate Debt Service Coverage Ratios for securities being sold for its own accountthe Trailing 12 Month Period and the Aggregate Loan to Value Ratio which it estimates shall result from the addition of the proposed Additional Mortgaged Property to the Collateral Pool, (ii) second, the Hedge Rate or Strike Rate which shall apply to the Stockholders requesting new Hedge relating to include Registrable Securities in the addition of such registration statement based on the pro rata percentage of Registrable Securities held by such StockholdersAdditional Mortgaged Property, assuming conversion and (iii) thirdif such addition is to occur after June 15, 2002, the Facility Fee relating to the other holders of securities addition of the Company Additional Mortgaged Property, and (iv) the change in any other terms and conditions under or relating to this Master Reimbursement Agreement which are required by ▇▇▇▇▇▇ Mae in conjunction with registration rights the addition of the Additional Mortgaged Property to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversionCollateral Pool. If a person who has requested inclusion in such registration as provided above does not agree ▇▇▇▇▇▇ Mae declines to consent to the terms addition of any such underwritingthe proposed Additional Mortgaged Property to the Collateral Pool, such person Fannie Mae shall also include, in its notice, a brief statement of the reasons for doing so. Within five Business Days after receipt of Fannie Mae’s notice that it shall consent to the addition of the proposed Additional Mortgaged Property to the Collateral Pool, the Borrower shall notify Fannie Mae whether or not it elects to cause the proposed Additional Mortgaged Property to be excluded therefrom by written added to the Collateral Pool subject to all the conditions set forth in Fannie Mae’s notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registrationof consent. If shares are so withdrawn from the registration and if Borrower fail to respond within the number period of shares of Registrable Securities five Business Days, it shall be conclusively deemed to have elected not to cause the proposed Additional Mortgaged Property to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal added to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth above.Collateral Pool

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder to include any of its Registrable Shares in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such Stockholder’s Holder's participation in such underwriting and the inclusion of such Stockholder’s Holder's Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities Holder and such Holder's intended method of distribution and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, to directors, other employees of the Company for securities being sold for its own account, and consultants; and (ii) second, other holders of the Company’s capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Securities Shares comprising at least 20% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A under the Securities Act, during such underwriting based periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the effective date of the IPO Registration Statement) by the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other registration. If (i) during the last 17 days of the restricted period described above the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of such restricted period, the Company announces that it will release earnings results during the 16 day period beginning on the pro rata percentage last day of securities held the restricted period; the restrictions imposed by such other holders, assuming conversionthis agreement shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company or and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement. The Any Registrable Securities Shares excluded or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.

Underwriting. If (i) Borrower may add one or more Additional Mortgaged Properties to the registration Collateral Pool provided that all of which the Company gives notice is for a registered public offering involving an underwritingfollowing conditions precedent shall have been satisfied: (A) (1) the Additional Mortgaged Property meets the Individual Property Coverage and LTV Tests and (2) after such Addition, the Company shall so advise Collateral Pool meets the Stockholders Coverage and LTV Tests, (B) as a part of the written notice given Closing Date, the Additional Mortgaged Property shall be leased to an Operator pursuant to Section 1.2(a)(i). In the Operating Lease and subject to a Management Agreement with a Manager, and (C) all other conditions for the Addition of such event, the right Additional Mortgaged Property and funding of any Stockholder Future Advance set forth in Section 1.10, Section 2.05, Section 5.01, Section 5.03 and Section 5.04 shall have been satisfied. (ii) Lender shall evaluate the proposed Additional Mortgaged Property for compliance with the requirements and conditions precedent set forth in this Agreement. Lender shall determine the Debt Service Coverage Ratio and the Loan to registration pursuant Value Ratio of the proposed Additional Mortgaged Property and the Aggregate Debt Service Coverage Ratio and the Aggregate Loan to this Section 1.2 Value Ratio applicable to the Collateral Pool. The Loan to Value Ratio and Aggregate Loan to Value Ratio shall be conditioned upon such Stockholder’s participation in such underwriting and determined on the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company and other holders of securities basis of the Company with registration rights to participate therein distributing their securities through such underwritinglesser of (A) enter into an underwriting agreement in customary form with the representative acquisition price of the underwriter or underwriters selected proposed Additional Mortgaged Property if purchased by Borrower in an arms-length transaction within twelve (12) months of the Company with customary limitations of liability related Addition Request, and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements (B) a Valuation made with respect to secondary distributionsthe proposed Additional Mortgaged Property. (iii) After receipt of all reports, when relevant. The Company certificates and documents required to determine compliance with this Agreement, Lender shall not require, nor request or require notify Borrower whether the applicable underwriters to require any Holder in any such underwriting agreement or related documents to make any representations or warranties to or agreements with proposed Additional Mortgaged Property meets the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision requirements of this Section 1.23.02(b) for an Addition. If the proposed Additional Mortgaged Property meets the conditions set forth in this Agreement, if Lender shall set forth the underwriters advise Aggregate Debt Service Coverage Ratio and the Company Aggregate Loan to Value Ratio that Lender estimates shall result from the Addition of the proposed Additional Mortgaged Property to the Collateral Pool and the Advance Amount. After receipt of Lender’s written confirmation that the conditions for the proposed Addition are satisfied, Borrower shall notify Lender in writing that marketing factors require a limitation on whether it elects to add the number of shares to be underwritten, the underwriters may (subject proposed Additional Mortgaged Property to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveCollateral Pool.

Underwriting. If Lender shall evaluate the registration proposed Additional Mortgaged Property, and shall make underwriting determinations as to the Aggregate Debt Service Coverage Ratio for the Trailing 12 Month Period and the Aggregate Loan to Value Ratio applicable to the Collateral Pool, on the basis of which the Company gives notice is for a registered public offering involving an underwritinglesser of (i) if purchased by Borrower within twelve (12) months of the related Collateral Addition Request, the Company shall so advise the Stockholders as a part acquisition price of the written notice given pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 shall be conditioned upon such Stockholder’s participation in such underwriting and the inclusion of such Stockholder’s Registrable Securities in the underwriting to the extent provided herein. All Stockholders proposing to distribute their securities through such underwriting shall proposed Additional Mortgaged Property or (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwritingii) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected by the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf the Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements a Valuation made with respect to secondary distributionsthe proposed Additional Mortgaged Property, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder and otherwise in any such underwriting agreement or related documents to make any representations or warranties to or agreements accordance with the Company Underwriting Requirements, including applicable underwriting floors. Within thirty (30) days after receipt of (A) the Collateral Addition Request for the proposed Additional Mortgaged Property and (B) all reports, certificates and documents set forth on Exhibit S to this Agreement, including a zoning analysis undertaken in accordance with the Underwriting Requirements, Lender shall notify Borrower whether or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities and any written information provided by the Stockholder not it shall consent to the Company expressly addition of the proposed Additional Mortgaged Property to the Collateral Pool and, if it shall so consent, shall set forth the Aggregate Debt Service Coverage Ratios for inclusion the Trailing 12 Month Period and the Aggregate Loan to Value Ratio which it estimates shall result from the addition of the proposed Additional Mortgaged Property to the Collateral Pool. If Lender declines to consent to the addition of the proposed Additional Mortgaged Property to the Collateral Pool, Lender shall include, in its notice, a brief statement of the related registration statementreasons for doing so. In connection with Within five (5) Business Days after receipt of Lender’s notice that it shall consent to the preparation and filing addition of each registration statement registering Registrable Securities under the Securities Act pursuant proposed Additional Mortgaged Property to this Section 1.2(b)the Collateral Pool, Borrower shall notify Lender whether or not it elects to cause the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter or underwriters participating in any disposition proposed Additional Mortgaged Property to be effected pursuant added to such registration statementthe Collateral Pool. If Borrower fails to respond within the period of five (5) Business Days, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing underwriters, attorneys, accountants or agents in connection with such registration statement as it shall be necessary conclusively deemed to enable them have elected not to exercise their due diligence responsibility (subject cause the proposed Additional Mortgaged Property to entry by each such person into customary confidentiality agreements in a form reasonably acceptable be added to the Company). Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, (ii) second, to the Stockholders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, to the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting based on the pro rata percentage of securities held by such other holders, assuming conversion. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall also be excluded therefrom by written notice from the Company or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveCollateral Pool.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the The Company shall so advise the Stockholders as a part all Holders of the written notice given underwriter for the Underwritten Offering proposed under the IPO Registration Statement. The right of any such Holder's Registrable Shares to be included in the IPO Registration Statement pursuant to Section 1.2(a)(i). In such event, the right of any Stockholder to registration pursuant to this Section 1.2 2(b) shall be conditioned upon such Stockholder’s Holder's participation in such underwriting and the inclusion of such Stockholder’s Holder's Registrable Securities Shares in the underwriting to the extent provided herein. All Stockholders Holders proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the representative managing underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, securities escrow agreements and other documents reasonably required under the underwriter or underwriters selected by terms of such underwriting, and furnish to the Company with customary limitations of liability and indemnity provisions. The selling Stockholders on whose behalf such information as the Registrable Securities are to be distributed by such underwriters Company may reasonably request in writing for inclusion in the Registration Statement; provided, however, that no Holder shall be parties to any such underwriting agreement. Such underwriting agreement shall also contain such representations and warranties by such selling Stockholders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, when relevant. The Company shall not require, nor request or require the applicable underwriters to require any Holder in any such underwriting agreement or related documents required to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Stockholder’s title to Registrable Securities Holder and such Holder's intended method of distribution and any written information provided other representation required by the Stockholder to the Company expressly for inclusion in the related registration statement. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act pursuant to this Section 1.2(b), the Company shall make available upon reasonable notice at reasonable times and for reasonable periods for inspection by each selling Stockholders, by any managing underwriter law or underwriters participating in any disposition to be effected pursuant to such registration statement, and by any attorney, accountant or other agent retained by any selling Stockholders or any managing underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified the Company’s financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such selling Stockholders, managing the underwriters, attorneys, accountants or agents in connection with such registration statement as shall be necessary to enable them to exercise their due diligence responsibility (subject to entry by each such person into customary confidentiality agreements in a form reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2Agreement, if the underwriters advise the Company managing underwriter(s) determine(s) in writing good faith that marketing factors require a limitation on the number of shares to be underwrittenincluded, then the underwriters managing underwriter(s) may exclude shares (subject including Registrable Shares) from the IPO Registration Statement and Underwritten Offering, and any shares included in such IPO Registration Statement and Underwritten Offering shall be allocated first, to the limitations set forth below) exclude all Company, and second, to each of the Holders requesting inclusion of their Registrable Securities fromShares in such IPO Registration Statement (on a pro rata basis based on the total number of Registrable Shares then held by each such Holder who is requesting inclusion); provided, or limit however, that the number of Registrable Securities to be included in, the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled Shares to be included in the registration and underwriting IPO Registration Statement shall not be allocated, as follows: reduced unless all other securities of the Company held by (i) firstofficers, to directors, other employees of the Company for securities being sold for its own account, and consultants; and (ii) second, other holders of the Company's capital stock with registration rights that are inferior (with respect to such reduction) to the Stockholders requesting registration rights of the Holders set forth herein, are first entirely excluded from the underwriting and registration; provided, further, however, that Holders of Registrable Shares shall be permitted to include Registrable Securities Shares comprising at least 25% of the total securities included in the Underwritten Offering proposed under the IPO Registration Statement. By electing to include the Registrable Shares in the IPO Registration Statement, the Holder of such registration statement based on the pro rata percentage of Registrable Securities held by such Stockholders, assuming conversion and (iii) third, Shares shall be deemed to the other holders have agreed not to effect any public sale or distribution of securities of the Company with registration rights of the same or similar class or classes of the securities included in the IPO Registration Statement or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to participate therein distributing their securities through Rule 144 or Rule 144A under the Securities Act, during such underwriting based on periods as reasonably requested (but in no event for a period longer than thirty (30) days prior to and one hundred eighty (180) days following the pro rata percentage effective date of securities held the IPO Registration Statement) by such the representatives of the underwriters, if an Underwritten Offering, or by the Company in any other holders, assuming conversionregistration. If a person who has requested inclusion in such registration as provided above does not agree to any Holder disapproves of the terms of any such underwriting, such person shall also be excluded Holder may elect to withdraw therefrom by written notice from to the Company and the managing underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the IPO Registration Statement. Any Registrable Shares excluded or the underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. If shares are so underwriting shall be excluded and withdrawn from the registration and if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 1.2(b), the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among the persons requesting additional inclusion, in the manner set forth aboveregistration.